NEW YORK, April 29, 2022 (GLOBE NEWSWIRE) — Univest Securities, LLC, a member of FINRA and SIPC, and a full-service investment bank and securities broker-dealer firm based in New York, today announced the closing of an underwritten public offering of 525,714 shares of 9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, with a $25.00 liquidation preference per share (the “Series A Preferred Stock”), at a price to the public of $17.50 per share, by its client Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH), the parent company of Soluna Computing, Inc. (“SCI”), a developer of green data centers for cryptocurrency mining and other intensive computing. In addition, the Company also announced the closing of its concurrent registered direct offering of 1,142,857 shares of Series A Preferred Stock to certain institutional lenders, the same price as the public offering price of the shares of Series A Preferred Stock in the underwritten public offering.
The Company issued an aggregate of approximately $29.2 millions of shares of Series A Preferred Stock in connection with the concurrent offerings, and an aggregate principal amount of $20 million of outstanding promissory notes of the Company held by the institutional lenders was extinguished upon the issuance of the shares of Series A Preferred Stock to such lenders in the registered direct offering. The Company received aggregate gross proceeds of approximately $9.2 million from the underwritten public offering, before deducting underwriting discounts and other estimated offering fees and expenses. All of the shares of Series A Preferred Stock in both offerings were offered by the Company. The Series A Preferred Stock are listed on the Nasdaq Stock Market LLC under the symbol “SLNHP”.
In connection with the underwritten public offering, SHI granted Univest Securities, LLC a 45-day option to purchase up to an additional 78,857 shares of the Series A Preferred Stock to cover over-allotments at the public offering price of $17.50 per share, less underwriting discounts and commissions, to cover over-allotments, if any. Univest Securities, LLC may exercise this option at any time and from time to time during the 45-day period from the closing of the offering.
SHI intends to use the net proceeds from the offering for the acquisition, development and growth of data centers, including cryptocurrency mining processors, other computer processing equipment, data storage, electrical infrastructure, software and real property, and business, and for working capital and general corporate purposes, which include, but are not limited to, operating expenses. The shares of Series A Preferred Stock issued to the noteholders in the registered direct offering fully satisfy the Company’s obligations under such promissory notes.
Univest Securities, LLC acted as the sole book running manager for this offering. The registered direct offering was made without an underwriter, placement agent, broker, or dealer.
The shares of Series A Preferred Stock described above were offered by the Company pursuant to a shelf registration statement on Form S-3, as amended (File No. 333-261427) declared effective by the Securities and Exchange Commission (“SEC”) on December 16, 2021 (the “Registration Statement”). The shares of Series A Preferred Stock were offered by means of two separate prospectus supplements and accompanying base prospectus relating to the offerings that form a part of the Registration Statement. A final prospectus supplement and accompanying base prospectus for each offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Copies of the final prospectus supplement and accompanying base prospectus for the underwritten public offering may be obtained from: Univest Securities, LLC, 75 Rockefeller Plaza, 18th Floor, New York, NY 10019, by phone (212) 343-8888 or e-mail [email protected].
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Univest Securities, LLC
Registered with FINRA since 1994, Univest Securities, LLC provides a wide variety of financial services to its institutional and retail clients globally including brokerage and execution services, sales and trading, market making, investment banking and advisory, wealth management. It strives to provide clients with value-add service and focuses on building long-term relationship with its clients. For more information, please visit: www.univest.us.
About Soluna Holdings, Inc.
Soluna Holdings, Inc. (“SHI”) (Nasdaq: SLNH) is the leading developer of green data centers that convert excess renewable energy into global computing resources. SHI builds modular, scalable data centers for computing intensive, batchable applications such as cryptocurrency mining, AI and machine learning. SHI provides a cost-effective alternative to battery storage or transmission lines. SHI uses technology and intentional design to solve complex, real-world challenges. Up to 30% of the power of renewable energy projects can go to waste. SHI’s data centers enable clean electricity asset owners to ‘Sell. Every. Megawatt.’
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulations, and other risks contained in reports filed by SHI with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by or on behalf of SHI, are expressly qualified by this cautionary statement and any other cautionary statements which may accompany the forward-looking statements. In addition, Univest Securities, LLC and the Company disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
For more information, please contact:
Univest Securities, LLC
Chief Executive Officer
75 Rockefeller Plaza, Suite 1838
New York, NY 10019
Phone: (212) 343-8888
Email: [email protected]