Soluna Holdings, Inc.

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Warrant and the shares of Common Stock underlying the Warrant is incorporated by reference herein. Safe Harbor Statement This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include all statements, other than statements of historical fact, regarding the Company’s current views and assumptions with respect to future events regarding their respective businesses, including the ability to complete the closing of the transactions contemplated by the Subscription Agreement on the proposed terms and schedule, and the satisfaction of the conditions precedent to the closing of the transactions contemplated by the Subscription Agreement, including approval of a tax abatement; the formation of the Project Company; the negotiation and execution of a definitive lease with ChronoScale and definitive power supply agreements; the development, financing, construction, energization, and operation of the Project; whether the development of the Project may be more difficult, time-consuming or costly than expected, whether the expected benefits of the Project will occur, and the Company’s development pipeline. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” and similar statements. The Company may also make written or oral forward-looking statements in their periodic reports filed with the SEC, in press releases and other written materials, and in oral statements made by their officers, directors, or employees to third parties. Statements that are not historical facts, including but not limited to statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, including but not limited to, failure to negotiate final forms of the Ancillary Agreements in form and substance acceptable to Soluna Investor, Applied Investor and the parties thereto; failure to obtain the required approvals of the Company, Applied and ChronoScale, and their applicable affiliates; failure to satisfy other closing conditions to the transaction or to complete the transaction on anticipated terms and timing (or at all); the risk that the Company may be required to reimburse substantial amounts to Applied Investor following a termination of the Subscription Agreement; risks that the Project may not obtain any required regulatory approval; the risk that disruptions from the transaction will harm business plans and operations; significant transaction costs, or difficulties in connection with the transaction and/or unknown or inestimable liabilities; restrictions during the pendency of the transaction that may impact the ability to pursue certain business opportunities or strategic transactions; potential litigation associated with the transaction; the occurrence of any event that could give rise to the termination of the proposed transaction; the applicable company’s ability to complete construction of its data center campuses as planned; changes to AI and high performance computing infrastructure needs and their impact on future plans; costs related to the high performance computing operations and strategy; the applicable company’s ability to timely deliver any services required in connection with completion of installation under lease agreements; the applicable company’s ability to raise additional capital to fund the ongoing datacenter construction and operations; the applicable company’s dependence on principal customers; power or other supply disruptions and equipment failures; the inability to comply with regulations, developments and changes in regulations; cash flow and access to capital; maintenance of third party relationships; and conditions in the debt and equity capital markets. Further information regarding such risks and uncertainties is included in the Company’s most recently filed Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. All information provided in this Current Report Form 8-K is as of the date of this Form 8-K, the Company undertakes no duty to update such information, except as required under applicable law.