Type: Regular

Brought to Market at $21/share

Each Series A Preferred Share, together with accrued but unpaid dividends, is convertible into Common Stock at any time at the option of the holder at a Conversion Price of $4.50 per share, which initially equals 5.556 shares of Common Stock for each Series A Preferred Share as converted, subject to adjustment for: (i) the payment of stock dividends or other distributions payable in shares of Common Stock on any other class or series of our capital stock; (ii) the issuance to all holders of our Common Stock of certain rights or warrants entitling them to subscribe for or purchase our Common Stock at a price per share less than the market price per share of our Common Stock; and (iii) subdivisions, combinations, and reclassifications of our Common Stock. Holders of Series A Preferred Shares will also be entitled to participate in Extraordinary Dividends (as defined in the Certificate of Designation) or other distributions to all holders of our Common Stock of any shares of stock (excluding Common Stock) or evidence of indebtedness or assets (including securities, but excluding those dividends, rights, warrants, and distributions referred to in clause (i), (ii) or (iii) above and dividends and distributions paid in cash, but not excluding Extraordinary Dividends paid in cash) to the extent each holder would have been entitled if the holder had held the number of Common Stock acquirable upon complete conversion of the holder’s Series A Preferred Shares immediately before the date on which a record is taken for such Extraordinary Dividend or other distribution. This prospectus also relates to the offering of the Common Stock issuable upon exercise of the Series A Preferred Shares.

At our option, we may cause the Series A Preferred Shares, plus accrued and unpaid dividends, to be automatically converted, in whole or in part, on a pro rata basis into Common Stock at the Conversion Price if the trading price of our Common Stock equals or exceeds 170% of the Conversion Price for at least 20 trading days in any 30 consecutive trading day period ending five days prior to the date of notice of conversion (such event, the “Market Trigger”).

Name changed to Soluna Holdings from Mechanical Technology

Company sold an addition 445,714 Shares at $17.50 on 12/27/2021

On and after 6/30/2022 optional redemption is at $25.75 until 6/29/23. On and after 6/30/2023 until 6/29/2024 redemption is at $25.50. On and after 6/30/2024 until 6/29/2025 redemption is at $25.25. Redemption on or after 6/30/2025 redemption is at $25.00

This issue has been reopened a number of times and as of 7/31/2021 there were 1.223 million shares outstanding. Additionally the company has had an ‘at the money’ program selling shares on an ongoing basis.