Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40261 | |
Entity Registrant Name | Soluna Holdings, Inc. | |
Entity Central Index Key | 0000064463 | |
Entity Tax Identification Number | 14-1462255 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 325 Washington Avenue Extension | |
Entity Address, City or Town | Albany | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 12205 | |
City Area Code | (516) | |
Local Phone Number | 216-9257 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,609,788 | |
Common Stock, par value $0.001 per share | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | SLNH | |
Security Exchange Name | NASDAQ | |
9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share | ||
Title of 12(b) Security | 9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share | |
Trading Symbol | SLNHP | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Current Assets: | |||
Cash | $ 5,625 | $ 1,136 | |
Restricted cash | 3,428 | 685 | |
Accounts receivable | 2,024 | 320 | |
Notes receivable | 446 | 219 | |
Prepaid expenses and other current assets | 1,593 | 1,107 | |
Deposits and credits on equipment | 975 | 1,175 | |
Equipment held for sale | 248 | 295 | |
Total Current Assets | 14,339 | 4,937 | |
Restricted cash | 1,000 | ||
Other assets | 2,957 | 1,150 | |
Property, plant and equipment, net | 45,938 | 42,209 | |
Intangible assets, net | 29,370 | 36,432 | |
Operating lease right-of-use assets | 483 | 233 | |
Total Assets | 94,087 | 84,961 | |
Current Liabilities: | |||
Accounts payable | 3,005 | 3,548 | |
Accrued liabilities | 4,447 | 2,721 | |
Line of credit | 350 | ||
Convertible notes payable | 10,796 | 11,737 | |
Current portion of debt | 9,053 | 10,546 | |
Deferred revenue | 453 | ||
Operating lease liability | 215 | 161 | |
Total Current Liabilities | 27,516 | 29,516 | |
Other liabilities | 1,497 | 203 | |
Long-term debt | 1,050 | ||
Operating lease liability | 273 | 84 | |
Deferred tax liability, net | 8,362 | 8,886 | |
Total Liabilities | 38,698 | 38,689 | |
Commitments and Contingencies (Note 10) | |||
Stockholders’ Equity: | |||
Common stock, par value $0.001 per share, authorized 75,000,000; 1,492,729 shares issued and 1,451,988 shared outstanding as of September 30, 2023 and 788,578 shares issued and 747,837 shares outstanding as of December 31, 2022 | [1] | 1 | 1 |
Additional paid-in capital | 286,799 | 277,429 | |
Accumulated deficit | (244,268) | (221,769) | |
Common stock in treasury, at cost, 40,741 shares at September 30, 2023 and December 31, 2022 | [1] | (13,798) | (13,798) |
Total Soluna Holdings, Inc. Stockholders’ Equity | 28,737 | 41,866 | |
Non-Controlling Interest | 26,652 | 4,406 | |
Total Stockholders’ Equity | 55,389 | 46,272 | |
Total Liabilities and Stockholders’ Equity | 94,087 | 84,961 | |
Series A Preferred Stock [Member] | |||
Stockholders’ Equity: | |||
Preferred Stock Value | 3 | 3 | |
Series B Preferred Stock [Member] | |||
Stockholders’ Equity: | |||
Preferred Stock Value | |||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 75,000,000 | ||
Common Stock, Shares, Issued | 1,492,729 | 1,492,729 | 788,578 |
Common Stock, Shares, Outstanding | 1,451,988 | 1,451,988 | 747,837 |
Treasury Stock, Common, Shares | 40,741 | ||
Reverse Stock Split | Reverse Stock Split of the Common Stock at a ratio of 1-for-25 | Reverse Stock Split of the Common Stock at a ratio of 1-for-25 | |
Series A Preferred Stock [Member] | |||
Preferred stock cumulative percentage | 9% | 9% | 9% |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, liquidation preference | $ 25 | $ 25 | $ 25 |
Preferred stock, shares authorized | 6,040,000 | 6,040,000 | 6,040,000 |
Preferred Stock, shares issued | 3,061,245 | 3,061,245 | 3,061,245 |
Preferred Stock, shares outstanding | 3,061,245 | 3,061,245 | 3,061,245 |
Series B Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 187,500 | 187,500 | 187,500 |
Preferred Stock, shares issued | 62,500 | 62,500 | 62,500 |
Preferred Stock, shares outstanding | 62,500 | 62,500 | 62,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Total revenue | $ 5,797 | $ 6,372 | $ 10,948 | $ 24,364 | |
Operating costs: | |||||
Cost of cryptocurrency mining revenue, exclusive of depreciation | 1,040 | 4,100 | 4,451 | 11,092 | |
Cost of data hosting revenue, exclusive of depreciation | 2,150 | 1,078 | 3,181 | 3,192 | |
Costs of revenue- depreciation | 1,200 | 6,010 | 2,364 | 15,872 | |
Total costs of revenue | 4,390 | 11,188 | 9,996 | 30,156 | |
Operating expenses: | |||||
General and administrative expenses, exclusive of depreciation and amortization | 2,723 | 5,686 | 11,219 | 15,441 | |
Depreciation and amortization associated with general and administrative expenses | 2,379 | 2,378 | 7,134 | 7,127 | |
Total general and administrative expenses | 5,102 | 8,064 | 18,353 | 22,568 | |
Impairment on equity investment | 750 | 750 | |||
Impairment on fixed assets | 41 | 28,086 | 418 | 28,836 | |
Operating loss | (3,736) | (41,716) | (17,819) | (57,946) | |
Interest expense | (495) | (1,671) | (2,355) | (7,856) | |
Loss on debt extinguishment and revaluation, net | (769) | (12,317) | (2,350) | (12,317) | |
Loss on sale of fixed assets | (373) | (988) | (404) | (2,606) | |
Other (expense) income, net | (74) | 2 | (301) | 2 | |
Loss before income taxes from continuing operations | (5,447) | (56,690) | (23,229) | (80,723) | |
Income tax (expense) benefit from continuing operations | (569) | 547 | 524 | 1,344 | |
Net loss from continuing operations | (6,016) | (56,143) | (22,705) | (79,379) | |
Income before income taxes from discontinued operations | (21) | 7,681 | |||
Income tax benefit from discontinued operations | 70 | ||||
Net income from discontinued operations | (21) | 7,751 | |||
Net loss | (6,016) | (56,164) | (22,705) | (71,628) | |
(Less) Net (income) loss attributable to non-controlling interest | (646) | 272 | 206 | 272 | |
Net loss attributable to Soluna Holdings, Inc. | $ (6,662) | $ (55,892) | $ (22,499) | $ (71,356) | |
Basic and Diluted (loss) earnings per common share: | |||||
Net loss from continuing operations per share Basic | [1] | $ (4.40) | $ (95.49) | $ (20.11) | $ (146.46) |
Net loss from continuing operations per share Diluted | [1] | (4.40) | (95.49) | (20.11) | (146.46) |
Net income from discontinued operations per share Basic | [1] | (0.04) | 13.64 | ||
Net income from discontinued operations per share Diluted | [1] | (0.04) | 13.64 | ||
Basic loss per share | [1] | (4.40) | (95.53) | (20.11) | (132.82) |
Diluted loss per share | [1] | $ (4.40) | $ (95.53) | $ (20.11) | $ (132.82) |
Weighted average shares outstanding Basic | [1] | 1,374,364 | 587,921 | 1,149,745 | 568,307 |
Weighted average shares outstanding Diluted | [1] | 1,374,364 | 587,921 | 1,149,745 | 568,307 |
Cryptocurrency Mining Revenue [Member] | |||||
Total revenue | $ 1,786 | $ 5,387 | $ 5,497 | $ 20,696 | |
Data Hosting Revenue [Member] | |||||
Total revenue | 4,011 | 985 | 5,451 | 3,668 | |
Operating costs: | |||||
Total costs of revenue | $ 1,200 | $ 6,010 | $ 2,364 | $ 15,872 | |
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Series A Preferred Stock [Member] Preferred Stock [Member] | Series B Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock, Common [Member] | Noncontrolling Interest [Member] | Total | |
Beginning balance, value at Dec. 31, 2021 | $ 1 | $ 1 | [1] | $ 227,804 | $ (123,054) | $ (13,764) | $ 90,988 | ||
Balance, shares at Dec. 31, 2021 | 1,252,299 | 590,851 | 40,620 | ||||||
Net (loss) income | [1] | (8,906) | (8,906) | ||||||
Preferred dividends-Series B | [1] | (749) | (749) | ||||||
Stock-based compensation | [1] | 955 | 955 | ||||||
Issuance of shares – preferred offering | [1] | 957 | 957 | ||||||
Issuance of shares - preferred offering, shares | 66,857 | ||||||||
Restricted stock units vested | [1] | ||||||||
Restricted stock units vested, shares | 573 | ||||||||
Issuance of shares – warrant exercises | [1] | 738 | 738 | ||||||
Issuance of shares - warrant exercises, shares | 3,580 | ||||||||
Issuance of shares- Notes conversion | [1] | 1,342 | 1,342 | ||||||
Issuance of shares- Notes conversion, shares | 5,847 | ||||||||
Warrants and valuation issued in relation to debt financing | [1] | 2,257 | 2,257 | ||||||
Ending balance, value at Mar. 31, 2022 | $ 1 | $ 1 | [1] | 233,304 | (131,960) | $ (13,764) | 87,582 | ||
Ending balance, shares at Mar. 31, 2022 | 1,319,156 | 600,851 | 40,620 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 1 | $ 1 | [1] | 227,804 | (123,054) | $ (13,764) | 90,988 | ||
Balance, shares at Dec. 31, 2021 | 1,252,299 | 590,851 | 40,620 | ||||||
Net (loss) income | (71,628) | ||||||||
Ending balance, value at Sep. 30, 2022 | $ 3 | $ 1 | [1] | 273,499 | (194,409) | $ (13,798) | 4,022 | 69,318 | |
Ending balance, shares at Sep. 30, 2022 | 3,061,245 | 62,500 | 656,610 | 40,741 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 1 | $ 1 | [1] | 233,304 | (131,960) | $ (13,764) | 87,582 | ||
Balance, shares at Mar. 31, 2022 | 1,319,156 | 600,851 | 40,620 | ||||||
Net (loss) income | [1] | (6,557) | (6,557) | ||||||
Preferred dividends-Series B | [1] | (1,382) | (1,382) | ||||||
Stock-based compensation | [1] | 1,064 | 1,064 | ||||||
Issuance of shares – preferred offering | $ 1 | [1] | 8,796 | 8,797 | |||||
Issuance of shares - preferred offering, shares | 599,232 | ||||||||
Restricted stock units vested | [1] | ||||||||
Restricted stock units vested, shares | 148 | ||||||||
Issuance of shares – warrant exercises | [1] | 41 | 41 | ||||||
Issuance of shares - warrant exercises, shares | 200 | ||||||||
Warrants and valuation issued in relation to debt financing | [1] | 3,060 | 3,060 | ||||||
Issuance of shares – option exercises | [1] | 77 | 77 | ||||||
Issuance of shares - option exercises, shares | 3,642 | ||||||||
Issuance of shares-restricted stock | [1] | 23 | 23 | ||||||
Issuance of shares-restricted stock, shares | 130 | ||||||||
Promissory note conversion to preferred shares | $ 1 | [1] | 13,894 | 13,895 | |||||
Promissory note conversion to preferred shares, shares | 1,142,857 | ||||||||
Treasury Shares conversion | [1] | $ (34) | (34) | ||||||
Treasury Shares conversion, shares | 121 | ||||||||
Ending balance, value at Jun. 30, 2022 | $ 3 | $ 1 | [1] | 258,877 | (138,517) | $ (13,798) | 106,566 | ||
Ending balance, shares at Jun. 30, 2022 | 3,061,245 | 604,971 | 40,741 | ||||||
Net (loss) income | [1] | (55,892) | (272) | (56,164) | |||||
Preferred dividends-Series B | [1] | (1,722) | (1,722) | ||||||
Stock-based compensation | [1] | 879 | 879 | ||||||
Issuance of shares – preferred offering | [1] | 4,994 | 4,994 | ||||||
Issuance of shares - preferred offering, shares | 62,500 | ||||||||
Restricted stock units vested | [1] | ||||||||
Restricted stock units vested, shares | 37 | ||||||||
Issuance of shares- Notes conversion | [1] | 1,099 | 1,099 | ||||||
Issuance of shares- Notes conversion, shares | 11,734 | ||||||||
Warrants and valuation issued in relation to debt financing | [1] | 9,631 | 9,631 | ||||||
Issuance of shares – option exercises | [1] | 76 | 76 | ||||||
Issuance of shares-restricted stock | [1] | 11 | 11 | ||||||
Issuance of shares-restricted stock, shares | 130 | ||||||||
Surrender of warrants for common shares | [1] | (346) | (346) | ||||||
Surrender of warrants for common shares, shares | 29,064 | ||||||||
Issuance of common shares in relation to preferred offering | [1] | ||||||||
Issuance of common shares in relation to preferred offerings, shares | 7,219 | ||||||||
Contribution to Non-Controlling interest | [1] | 4,294 | 4,294 | ||||||
Ending balance, value at Sep. 30, 2022 | $ 3 | $ 1 | [1] | 273,499 | (194,409) | $ (13,798) | 4,022 | 69,318 | |
Ending balance, shares at Sep. 30, 2022 | 3,061,245 | 62,500 | 656,610 | 40,741 | |||||
Net (loss) income | [1] | (27,360) | (108) | (27,468) | |||||
Preferred dividends-Series B | [1] | (236) | (236) | ||||||
Stock-based compensation | [1] | 957 | 957 | ||||||
Restricted stock units vested | [1] | ||||||||
Restricted stock units vested, shares | 1,225 | ||||||||
Issuance of shares - option exercises, shares | 3,455 | ||||||||
Issuance of shares-restricted stock | [1] | 2 | 2 | ||||||
Issuance of shares-restricted stock, shares | 130 | ||||||||
Contribution to Non-Controlling interest | [1] | 492 | 492 | ||||||
Issuance of shares – securities purchase offering | [1] | 769 | 769 | ||||||
Issuance of shares - Securities Purchase offering, shares | 45,000 | ||||||||
Issuance of shares –common offering | [1] | 1,583 | 1,583 | ||||||
Issuance of shares - common offering, shares | 55,556 | ||||||||
Issuance of shares- promissory note conversion | [1] | 854 | 854 | ||||||
Issuance of shares- promissory note conversion, shares | 23,723 | ||||||||
Issuance of common shares in relation to common offering | [1] | 1 | 1 | ||||||
Issuance of common shares in relation to common offerings, shares | 6,334 | ||||||||
Ending balance, value at Dec. 31, 2022 | $ 3 | $ 1 | [1] | 277,429 | (221,769) | $ (13,798) | 4,406 | 46,272 | |
Ending balance, shares at Dec. 31, 2022 | 3,061,245 | 62,500 | 788,578 | 40,741 | |||||
Net (loss) income | [1] | (7,062) | (370) | (7,432) | |||||
Preferred dividends-Series B | [1] | (131) | (131) | ||||||
Stock-based compensation | [1] | 865 | 865 | ||||||
Restricted stock units vested | [1] | ||||||||
Restricted stock units vested, shares | 5,769 | ||||||||
Issuance of shares- Notes conversion | [1] | 1,394 | 1,394 | ||||||
Issuance of shares- Notes conversion, shares | 174,505 | ||||||||
Issuance of shares-restricted stock | [1] | 14 | 14 | ||||||
Issuance of shares-restricted stock, shares | 1,400 | ||||||||
Contribution to Non-Controlling interest | [1] | 8,758 | 8,758 | ||||||
Issuance of shares – securities purchase offering | [1] | 439 | 439 | ||||||
Issuance of shares - Securities Purchase offering, shares | 87,144 | ||||||||
Ending balance, value at Mar. 31, 2023 | $ 3 | $ 1 | [1] | 280,010 | (228,831) | $ (13,798) | 12,794 | 50,179 | |
Ending balance, shares at Mar. 31, 2023 | 3,061,245 | 62,500 | 1,057,396 | 40,741 | |||||
Beginning balance, value at Dec. 31, 2022 | $ 3 | $ 1 | [1] | 277,429 | (221,769) | $ (13,798) | 4,406 | 46,272 | |
Balance, shares at Dec. 31, 2022 | 3,061,245 | 62,500 | 788,578 | 40,741 | |||||
Net (loss) income | (22,705) | ||||||||
Ending balance, value at Sep. 30, 2023 | $ 3 | $ 1 | [1] | 286,799 | (244,268) | $ (13,798) | 26,652 | 55,389 | |
Ending balance, shares at Sep. 30, 2023 | 3,061,245 | 1,492,729 | 40,741 | ||||||
Beginning balance, value at Mar. 31, 2023 | $ 3 | $ 1 | [1] | 280,010 | (228,831) | $ (13,798) | 12,794 | 50,179 | |
Balance, shares at Mar. 31, 2023 | 3,061,245 | 62,500 | 1,057,396 | 40,741 | |||||
Net (loss) income | [1] | (8,775) | (482) | (9,257) | |||||
Preferred dividends-Series B | [1] | (252) | (252) | ||||||
Stock-based compensation | [1] | 2,232 | 2,232 | ||||||
Restricted stock units vested | [1] | ||||||||
Restricted stock units vested, shares | 25,125 | ||||||||
Issuance of shares- Notes conversion | [1] | 400 | 400 | ||||||
Issuance of shares- Notes conversion, shares | 64,351 | ||||||||
Contribution to Non-Controlling interest | [1] | 13,543 | 13,543 | ||||||
Issuance of shares – securities purchase offering | [1] | 446 | 446 | ||||||
Issuance of shares - Securities Purchase offering, shares | 63,978 | ||||||||
Warrants and valuation issued in relation to debt amendment | [1] | 1,330 | 1,330 | ||||||
Issuance of shares-merger shares | [1] | ||||||||
Issuance of shares-merger shares, shares | 19,800 | ||||||||
Ending balance, value at Jun. 30, 2023 | $ 3 | $ 1 | [1] | 284,166 | (237,606) | $ (13,798) | 25,855 | 58,621 | |
Ending balance, shares at Jun. 30, 2023 | 3,061,245 | 62,500 | 1,230,650 | 40,741 | |||||
Net (loss) income | [1] | (6,662) | 646 | (6,016) | |||||
Preferred dividends-Series B | [1] | (38) | (38) | ||||||
Stock-based compensation | [1] | 595 | 595 | ||||||
Issuance of shares- Notes conversion | [1] | 650 | 650 | ||||||
Issuance of shares- Notes conversion, shares | 104,577 | ||||||||
Contribution to Non-Controlling interest | [1] | 151 | 151 | ||||||
Issuance of shares – securities purchase offering | [1] | 770 | 770 | ||||||
Issuance of shares - Securities Purchase offering, shares | 113,502 | ||||||||
Common Shares and Warrants for Series B dividend payment | [1] | 656 | $ 656 | ||||||
Common shares and warrants for series b dividend payment,shares | 44,000,000 | ||||||||
Ending balance, value at Sep. 30, 2023 | $ 3 | $ 1 | [1] | $ 286,799 | $ (244,268) | $ (13,798) | $ 26,652 | $ 55,389 | |
Ending balance, shares at Sep. 30, 2023 | 3,061,245 | 1,492,729 | 40,741 | ||||||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating Activities | |||||||||
Net loss | $ (6,016) | $ (7,432) | $ (27,468) | $ (56,164) | $ (8,906) | $ (22,705) | $ (71,628) | ||
Net income from discontinued operations | 21 | (7,751) | |||||||
Net loss from continuing operations | (22,705) | (79,379) | |||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||
Depreciation expense | 1,200 | 6,000 | 2,387 | 15,888 | |||||
Amortization expense | 7,111 | 7,111 | |||||||
Stock-based compensation | 3,640 | 2,747 | |||||||
Consultant stock compensation | 69 | 121 | |||||||
Deferred income taxes | (569) | (547) | (524) | (1,344) | |||||
Impairment on fixed assets | 41 | 28,086 | 418 | 28,836 | |||||
Amortization of operating lease asset | 177 | 151 | |||||||
Impairment on equity investment | 750 | 750 | |||||||
Loss on debt extinguishment and revaluation, net | $ (476) | 769 | 12,317 | 2,350 | 12,317 | ||||
Amortization on deferred financing costs and discount on notes | 748 | 6,630 | |||||||
Loss on sale of fixed assets | 373 | 988 | 404 | 2,606 | |||||
Changes in operating assets and liabilities: | |||||||||
Accounts receivable | (1,552) | (1,498) | |||||||
Prepaid expenses and other current assets | (484) | (154) | |||||||
Other long-term assets | (307) | (69) | |||||||
Accounts payable | 551 | 884 | |||||||
Deferred revenue | (453) | 118 | |||||||
Operating lease liabilities | (172) | (148) | |||||||
Other liabilities | 1,294 | (306) | |||||||
Accrued liabilities | 2,644 | (382) | |||||||
Net cash (used in) provided by operating activities | (4,404) | (5,121) | |||||||
Net cash provided by operating activities- discontinued operations | 369 | ||||||||
Investing Activities | |||||||||
Purchases of property, plant, and equipment | (12,534) | (61,867) | |||||||
Purchases of intangible assets | (49) | (114) | |||||||
Proceeds from disposal on property, plant, and equipment | 2,266 | 2,525 | |||||||
Deposits and credits on equipment, net | 200 | 6,441 | |||||||
Net cash used in investing activities | (10,117) | (53,015) | |||||||
Net cash provided by investing activities- discontinued operations | 9,004 | ||||||||
Financing Activities | |||||||||
Proceeds from preferred offerings | 16,658 | ||||||||
Proceeds from common stock securities purchase agreement offering | 817 | ||||||||
Proceeds from notes and debt issuance | 3,100 | 29,736 | |||||||
Costs of preferred offering | (1,910) | ||||||||
Costs of common stock securities purchase agreement offering | (10) | ||||||||
Costs and payments of notes and short-term debt issuance | (510) | (2,428) | |||||||
Cash dividend distribution on preferred stock | (3,852) | ||||||||
Payments on NYDIG loans and line of credit | (350) | (3,841) | |||||||
Contributions from non-controlling interest | 19,706 | 4,293 | |||||||
Proceeds from stock option exercises | 153 | ||||||||
Proceeds from common stock warrant exercises | 779 | ||||||||
Net cash provided by financing activities | 22,753 | 39,588 | |||||||
Increase (decrease) in cash & restricted cash-continuing operations | 8,232 | (18,548) | |||||||
Increase in cash & restricted cash- discontinued operations | 9,373 | ||||||||
Cash & restricted cash – beginning of period | $ 1,821 | $ 1,821 | 1,083 | $ 10,258 | 1,821 | 10,258 | $ 10,258 | ||
Cash & restricted cash – end of period | $ 10,053 | $ 1,821 | $ 1,083 | 10,053 | 1,083 | $ 1,821 | |||
Supplemental Disclosure of Cash Flow Information | |||||||||
Noncash equipment financing | 4,620 | ||||||||
Interest paid on NYDIG loans and cash interest paid on line of credit | 567 | 1,179 | |||||||
Noncash disposal of NYDIG collateralized equipment | 2,576 | ||||||||
Proceed receivable from sale of MTI Instruments | 205 | ||||||||
Notes converted to common stock | 2,444 | 2,441 | |||||||
Warrant consideration in relation to promissory notes and convertible notes | 1,330 | 14,602 | |||||||
Promissory note and interest conversion to common shares | 845 | 15,236 | |||||||
Noncash note receivable from sale of equipment | 240 | ||||||||
Noncash non-controlling interest contributions | 2,746 | 290 | |||||||
Series B preferred dividend prefunded warrant and common stock issuance | 657 | ||||||||
Noncash activity right-of-use assets obtained in exchange for lease obligations | $ 403 | $ 20 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Description of Business Unless the context requires otherwise in these notes to the consolidated financial statements, the terms “SHI,” the “Company,” “we,” “us,” and “our” refer to Soluna Holdings, Inc. together with its consolidated subsidiaries, “SCI” refers to Soluna Computing, Inc., formerly known as EcoChain, Inc., and “MTI Instruments” refers to MTI Instruments, Inc. Soluna Holdings, Inc., formerly known as Mechanical Technology, Incorporated was incorporated in Nevada on March 24, 2021, and is the successor to Mechanical Technology, Inc., which was incorporated in the State of New York in 1961, as a result of a merger which became effective on March 29, 2021, and is headquartered in Albany, New York. Effective November 2, 2021, the Company changed its name from “Mechanical Technology, Incorporated” to “Soluna Holdings, Inc.” SHI currently conducts its business through its wholly-owned subsidiary, Soluna Computing, Inc. (“SCI”). SCI is engaged in mining of cryptocurrency through data centers that can be powered by renewable energy sources. Recently, SCI has built modular data centers that are used for cryptocurrency mining though proprietary mining and hosting business models. SCI intends to continue to develop and build, modular data centers that use wasted renewable energy for cryptocurrency mining and in the future can be used for intensive, high performance computing applications, such as artificial intelligence and machine learning, with the goal of providing a cost-effective alternative to battery storage or transmission lines. SCI was incorporated in Delaware on January 8, 2020 as EcoChain, Inc., which operates cryptocurrency mining facilities that perform proprietary mining and data hosting services that integrate with the cryptocurrency blockchain network. Through the October 2021 acquisition by EcoChain, Inc. of an entity at the time named Soluna Computing, Inc., SCI also has a pipeline of certain cryptocurrency mining projects previously owned by Harmattan Energy, Ltd. (“HEL”) (formerly known as Soluna Technologies, Ltd.), a Canadian corporation incorporated under the laws of the Province of British Colombia that develops vertically-integrated, utility-scale computing facilities focused on cryptocurrency mining and cutting-edge blockchain applications. Following such acquisition, on November 15, 2021, SCI completed its conversion and redomicile to Nevada and changed its name from “EcoChain, Inc.” to “Soluna Computing, Inc.”. The following day, the acquired entity, Soluna Computing, Inc., changed its name to “Soluna Callisto Holdings Inc.” (“Soluna Callisto”). We earn revenue from this business as the mined cryptocurrencies are converted into U.S. dollars. In fiscal year 2021, SCI began mining operations in Murray, Kentucky, (“Project Sophie”) and Calvert City, Kentucky, (“Project Marie”). Project Marie had performed hosting services and proprietary mining in which 10 megawatts were used for hosting services and 10 megawatts was used for proprietary mining through the end of February 2023, at which time the facility had shut down. On April 6 and June 28, 2023, Project Sophie entered into hosting contracts with Bitcoin miners, which marked a shift in the Company’s business model at the Company’s modular data centers at Project Sophie from proprietary mining to hosting Bitcoin miners for the customers for 25 MegaWatt (“MW”). As of September 30, 2023, all of Project Sophie is performing data hosting. The Company has sold most of its existing Bitcoin miners at the Project Sophie site and redeploying capital. On September 17, 2022, SCI sold specified assets consisting mainly of mining equipment and other general equipment items to a buyer at its Wenatchee, Washington location, (“Project Edith”). Soluna has committed to providing certain facilities contracts at cost plus a markup to facilitate the continued operations for the sold mining assets, on behalf of the new ownership. Our Texas site (“Project Dorothy”) is located at a wind farm and has a potential for up to 100 megawatts of which the Company obtained approval from the Electric Reliability Council of Texas (“ERCOT”) and energized 25 MW in May 2023 and has energized another 25 MW in October 2023. The Company as of September 30, 2023, has a 15 51 Until the Sale (as defined below), we also operated though our wholly owned subsidiary, MTI Instruments, an instruments business engaged in the design, manufacture and sale of vibration measurement and system balancing solutions, precision linear displacement sensors, instruments and system solutions, and wafer inspection tools. MTI Instruments was incorporated in New York on March 8, 2000. MTI Instruments’ products consisted of engine vibration analysis systems for both military and commercial aircraft and electronic gauging instruments for position, displacement and vibration application within the industrial manufacturing markets, as well as in the research, design and process development markets. These systems, tools and solutions were developed for markets and applications that require consistent operation of complex machinery and the precise measurements and control of products, processes, and the development and implementation of automated manufacturing and assembly. On December 17, 2021, we announced that we had entered into a non-binding letter of intent with a potential buyer (the “Buyer”) regarding the potential sale of MTI Instruments (the “LOI”) to an unrelated third party. Pursuant to the LOI, the Buyer would acquire 100 On April 11, 2022, SHI entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with NKX Acquiror, Inc. (the “Purchaser”), pursuant to which the Company sold on such date all of the issued and outstanding shares of capital stock of its wholly-owned subsidiary, MTI Instruments, for approximately $ 9.4 10.75 7.8 Going Concern and Liquidity The Company’s condensed unaudited financial statements as of September 30, 2023 have been prepared using generally accepted accounting principles in the United States of America (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As shown in the accompanying condensed unaudited financial statements, the Company did not generate sufficient revenue to generate net income and has a cash used in operations position during the nine months ending as of September 30, 2023. In addition, the Company has ceased operations for Project Marie in February 2023 due to the termination of the Management and Hosting Services agreement with CC Metals and Alloys, LLC (“CCMA”) and repossession of collateral for miners as discussed further below. These factors, among others indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year after issuance of these condensed unaudited financial statements as of September 30, 2023, or November 14, 2023. Soluna MC Borrowing 2021-1 (the “Borrower”), received a Notice of Acceleration and Repossession (the “NYDIG Notice”) from NYDIG ABL LLC (“NYDIG”) with respect to the Master Equipment Finance Agreement, dated as of December 30, 2021 (the “MEFA”), by and between Borrower and NYDIG. The NYDIG Notice states that (a) Borrower failed to observe or perform certain covenants, conditions or agreements contained in the MEFA and such failure continued unremedied for a period of ten days after Borrower’s knowledge of such breach, which resulted in an event of default under the MEFA, and (b) Borrower defaulted under the guaranty, collateral agreement, or other support agreement, which resulted in an event of default under the MEFA. In addition, the NYDIG Notice states that Borrower failed to pay certain payments of principal and interest under the MEFA when due, which failure also constituted an event of default under the MEFA. As a result of the foregoing events of default, and pursuant to the MEFA, NYDIG (x) declared the principal amount of all loans due and owing under the MEFA and all accompanying Loan Documents (as defined in the MEFA) to be due and immediately payable, (y) imposed a default rate of interest on any outstanding principal amount of each loan (together with all then unpaid interest accruing thereon) and all other obligations under the MEFA and the Loan Documents, and (z) demanded the return of all equipment subject to the MEFA and the Loan Documents. The obligations of Borrower under the MEFA and reflected in the NYDIG Notice were ring-fenced to Borrower and its direct parent company, Soluna MC LLC. On February 23, 2023, NYDIG proceeded to foreclose on all of the collateral securing the MEFA, which resulted in a reportable disposition of all of the Company’s mining assets at the site and certain of the operating assets of Project Marie. The total net book value of the collateralized assets that were repossessed totaled approximately $ 3.4 The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. In the near term, management is evaluating and implementing different strategies to obtain financing to fund the Company’s expenses and growth to achieve a level of revenue adequate to support the Company’s current cost structure. Financing strategies may include, but are not limited to, stock issuances, project level equity, debt borrowings, partnerships and/or collaborations. If the Company is unable to meet its financial obligations, it could be forced to restructure or refinance, seek additional equity capital or sell its assets. The Company might then be unable to obtain such financing or capital or sell its assets on satisfactory terms. There can be no assurance that additional financing will be available to the Company when needed or, if available, that it can be obtained on commercially reasonable terms. If the Company is not able to obtain the additional financing on a timely basis, if and when it is needed, it will be forced to delay or scale down some or all of its development activities or perhaps even cease the operation of its business. To further implement management’s strategy, in May 2022, SCI entered into a structural understanding with Soluna SLC Fund I Projects Holdco LLC (“Spring Lane”), a Delaware limited liability company, pursuant to which Spring Lane agreed to provide up to $ 35.0 12.5 35.0 32 4.8 7.5 32 85 In addition, on May 9, 2023, the Company’s indirect subsidiary Soluna DV ComputeCo, LLC (“DV”) through Soluna DV Devco, LLC completed a strategic partnership and financing with a special purpose vehicle, Navitas West Texas Investments SPV, LLC , 12.1 As a result of the contribution, the Company owns 51% of DV and Navitas owns 49% of DV. On August 1, 2023, the Company had the second subsequent closing under the Securities Purchase Agreement dated December 5, 2022 among the Company and certain institutional investors. Pursuant to the SPA, the investors purchased approximately $ 774,000 7.50 103,183 206,367 For the first nine months ended September 30, 2023, the Company has sold under-utilized miners and equipment, and continues to evaluate opportunities to sell more miners and equipment for fiscal year 2023. In addition to the proceeds from the foregoing transactions and together with the Company’s available cash on hand for available use of approximately $ 5.6 150 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation In the opinion of management, the Company’s condensed unaudited consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the periods presented in accordance with United States of America’s Generally Accepted Accounting Principles (“U.S. GAAP”). The results of operations for the interim periods presented are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“the Annual Report”). The information presented in the accompanying condensed consolidated balance sheet as of December 31, 2022 has been derived from the Company’s audited consolidated financial statements. All other information has been derived from the Company’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023 and September 30, 2022. Principles of Consolidation The condensed unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, SCI. All intercompany balances and transactions are eliminated in consolidation. Reverse Stock Split On October 11, 2023, the Company filed a Certificate of Change (the “Certificate of Change”) effecting a reverse stock split as of 5:00 p.m. Eastern Standard Time on October 13, 2023 with a ratio of 1-for-25 (the “Reverse Split”). 25 The primary goal of the Reverse Stock Split was to increase the per share price of the Common Stock in order to meet the minimum per share price requirement of $1.00 for continued listing on the Nasdaq. On October 30, 2023, the Company received a notice of compliance from NASDAQ. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards, warrants and convertible securities with respect to the number of shares of common stock subject to such award or security and the exercise or conversion price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans has been proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans. Furthermore, proportionate adjustments were made to the conversion factor at which the Company’s Series B Preferred Stock, par value $ 0.0001 187,500 The effects of the Reverse Stock Split have been reflected in these condensed unaudited consolidated financial statements and the accompanying footnotes for all periods presented, which includes adjusting the description of any activity that may have been transacted on a pre-Reverse Stock Split basis. Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash and highly liquid short-term investments with original maturities of less than three months. As of September 30, 2023 and December 31, 2022, the Company had approximately $ 5.6 1.1 1.1 Restricted cash relates to cash that is legally restricted as to withdrawal and usage or is being held for a specific purpose and thus not available to the Company for immediate or general business use. As of September 30, 2023, the Company had restricted cash of approximately $ 4.4 3.4 1.0 685 thousand, in which the entire balance was classified as current. The Company notes that there was no restricted cash balance as of September 30, 2022 for cash flow purposes. The balance in restricted cash relates to funds held in escrow accounts due to sales of equipment that were executed, in which the Company can release to the convertible noteholders only if they request their share of funds. If no funds are distributed to the convertible noteholders from the escrow account by December 31, 2023, the funds may be used for general purposes for the Company. In addition, there was a restricted deposit held with a customer that was for less than 12 months. The Company has a long term restricted cash balance in relation to a collateralized deposit. Deposits and credits on equipment As of September 30, 2023 and December 31, 2022, the Company had approximately $ 975 1.2 Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or net assets. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | 3. Accounts Receivable Accounts receivables consist of the following at: Schedule of Accounts Receivable (Dollars in thousands) September 30, December 31, Data hosting $ 1,688 53 Related party receivable 152 247 Other 184 20 Total $ 2,024 $ 320 The Company’s allowance for doubtful accounts was $ 0 Employee Receivables Certain employees have a receivable due to the Company based on their stock-based awards, in which $ 111 120 13 26 98 94 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 4. Property, Plant and Equipment Property, plant and equipment consist of the following at: Schedule of Plant And Equipment (Dollars in thousands) September 30, December 31, Land and land improvements $ 1,538 $ 540 Buildings and leasehold improvements 25,161 6,410 Computers and related software 11,136 7,248 Machinery and equipment 8,875 3,310 Office furniture and fixtures 23 22 Construction in progress 2,073 26,175 Property, plant and equipment gross 48,806 43,705 Less: Accumulated depreciation (2,868 ) (1,496 ) Property, plant and equipment $ 45,938 $ 42,209 Depreciation expense was approximately $ 1.2 6.0 2.4 15.9 On February 23, 2023, NYDIG proceeded to foreclose on all of the collateral securing the MEFA, which resulted in a reportable disposition of all of the Company’s mining assets at the site and certain of the operating assets of Project Marie. The total net book value of the collateralized assets that were repossessed totaled approximately $ 3.4 3.4 251 500 In January 2023, the Company sold M20 and M21 miners for a loss on sale of equipment of approximately $ 82 213 295 36 3 48 561 513 476 373 30 891 921 92 320 240 251 1.0 2.6 3.3 2.35 2.8 During the nine months ended September 30, 2023, the Company had impairment charges of approximately $ 418 165 84 169 1.2 2.0 26.8 Equipment held for sale In April 2023, Project Sophie entered into a 25 MW hosting contract with a sustainability-focused Bitcoin miner, in which has shifted the Company’s business model at the Company’s modular data center at Project Sophie from proprietary mining to hosting Bitcoin miners for the customer. The Company is currently selling existing Bitcoin miners at the site and redeploying capital. The Company obtained Board of Director approval to sell all remaining miners at the Sophie location and as of September 30, 2023, approximately $ 248 |
Asset Acquisition
Asset Acquisition | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition | 5. Asset Acquisition As discussed above, on October 29, 2021, we completed the Soluna Callisto acquisition pursuant to an Agreement and Plan of Merger dated as of August 11, 2021, by and among the Company, SCI and Soluna Callisto (the “Merger Agreement”). The purpose of the transaction was for SCI to acquire substantially all of the assets (other than those assets physically located in Morocco) formerly held by HEL, which assets consisted of Soluna Callisto’s existing pipeline of certain cryptocurrency mining projects that HEL previously transferred to Soluna Callisto and to provide SCI with the opportunity to directly employ or retain the services of four individuals whose services it had retained through HEL prior to the merger. As a result of the merger, each share of common stock of Soluna Callisto issued and outstanding immediately prior to the effective time of the merger, other than shares owned by the Company or any of our subsidiaries, was cancelled and converted into the right to receive a proportionate share of up to 2,970,000 The acquisition was accounted for, for purposes of U.S. GAAP, using the asset acquisition method of accounting under the ASC 805-50. We determined that we acquired in the acquisition a group of similar identifiable assets (primarily, the “strategic pipeline contract” of certain cryptocurrency mining projects), which it classified as an intangible asset for accounting purposes. As a result, our acquisition of the set of assets and activities constituted an asset acquisition, as opposed to a business acquisition, under ASC 805. ASC 805-50 provides that assets acquired in an asset acquisition are measured based on the costs of the acquisition, which is the consideration that the acquirer transfers to the seller and includes direct transaction costs related to the acquisition. We include Soluna Callisto’s results of operations in our results of operations beginning on the effective date of the acquisition. Termination Consideration In connection with the Soluna Callisto acquisition, effective as of October 29, 2021, pursuant to the terms of a termination agreement dated as of August 11, 2021 by and among the Company, SCI, and HEL, on November 5, 2021, SCI paid HEL $ 725,000 6,000 75,000 1.9 Merger Consideration The fair value of the Merger Consideration includes various assumptions, including those related to the allocation of the estimated value of the maximum number of Merger Shares ( 118,800 1a) Upon the Company achieving each one active MegaWatts (“Active MWs”) from the projects in which the cost requirement is satisfied, this will cause SHI to issue to HEL 792 shares for each one MW up to a maximum 150 Active MW. i. If, on or before June 30, 2022, SCI or Soluna Callisto directly or indirectly achieves at least 50 active MWs from one or more of three current projects as set forth in the Merger Agreement that satisfy the Cost Requirement as defined within the Merger Agreement, then the Merger Shares will be issued at an accelerated rate of 1,188 Merger Shares for each of such first 50 Active MW, such that the Merger Shares in respect of the remaining 100 Active MWs (if any) will be issued at a reduced rate of 594 Merger Shares per Active MW (see below for extension and issuance of a proportion of shares) ii. If, by June 30, 2023, SCI or Soluna Calisto fail to achieve directly or indirectly (other than pursuant to a Portfolio Acquisition) at least 50 Active MW from Projects that satisfy the Cost Requirement, then the maximum aggregate number of Merger Shares shall be reduced from 118,800 to 59,400 (see below for extension and issuance of a proportion of shares) iii. No Merger Shares will be issued to HEL without our prior written consent; iv. Issuance of the Merger Shares will also be subject to the continued employment with or engagement by SCI or the surviving corporation of (A) John Belizaire and (B) at least two of Dipul Patel, Mohammed Larbi Loudiyi, (through ML&K Contractor), and Phillip Ng at the time that such Merger Shares are earned. If both (A) and (B) cease to be satisfied on or prior to the date that all Merger Shares are earned (such date, a “Trigger Date”), then “Qualified Projects” for purposes of determining Merger Shares shall only apply to those Qualified Projects that are in the pipeline as of the Trigger Date. For these purposes, if any such individual’s employment or service relationship with SCI is terminated without cause, as a result of his death or disability, or with good reason (as such terms are defined in the employment and consulting agreements), such individual shall be deemed to continue to be employed or engaged by SCI for these purposes; v. If SHI or SCI consummates a Change of Control before the fifth anniversary of the date of the closing of the merger, then we will be obligated to issue all of the unissued Merger Shares (subject to (ii) and (iii) above). The Merger Agreement defines “Change of Control” as (A) the sale, exchange, transfer, or other disposition of all or substantially all of the assets of us or SCI, (B) our failure to continue to own (directly or indirectly) 100% of the outstanding equity securities of SCI and/or the surviving corporation, or (C) a merger, consolidation, or other transaction in which the holders of SHI’s, SCI’s, or the surviving corporation’s outstanding voting securities immediately prior to such transaction own, immediately after such transaction, securities representing less than 50% of the voting power of the corporation or other entity surviving such transaction (excluding any such transaction principally for bona fide equity financing purposes, so long as, in the case of SHI or SCI (but not the surviving corporation) such transactions, individually and in the aggregate, do not result in a change in membership of such entity’s board of directors so that the persons who were members of the board of directors immediately prior to the first such transaction constitute less than 50% of the board membership at any time after such transaction(s) are consummated). Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its sole purpose is to change the state of SHI’s or SCI’s incorporation or to create a holding company that will be owned in the same proportions by the persons who held SHI’s or SCI’s securities immediately prior to such transaction; and vi. if on any of the fifth anniversary of the effective time of the merger, a facility has not become a Qualified Facility and therefore is not taken into consideration in the calculation of Active MW because any of the elements set forth in the definition of “Qualified Facility” as defined in the Merger Agreement have not been met for reasons beyond the reasonable control of SCI’s management team, but SCI’s management team is then actively engaged in the process of completing and is diligently pursuing the completion of the missing elements, then (A) the target dates set forth above shall be extended for an additional 90 days, and (B) additional extensions of time may be granted by the Board of Directors in its commercially reasonable discretion, in each case for the purpose of enabling SCI’s management team to complete the steps needed to qualify the facility as a Qualified Facility. On April 11, 2023, the Board has reviewed and approved the progress of SCI’s management team in qualifying facilities as Qualified Facilities and discussed an extension of the date in Section 2.7(a)(ii)(A) of the Merger Agreement to December 31, 2023 (previously was June 30, 2022), and an extension of the date in Section 2.7(a)(ii)(B) of the Merger Agreement to June 30, 2024 (previously was June 30, 2023). Due to conditions being met within the Merger Agreement in relation to energization and retention of employees, the Company has advised SCI US Holdings LLC, a Delaware limited liability company, who is the sole Effective Time Holder (as defined in the Merger Agreement) of the right to receive the Merger Shares and that 19,800 39,600 59,400 59,400 The number of Merger Shares is also subject to customary anti-dilution adjustments in the event of any stock split, stock consolidation, stock dividend, or similar event involving the shares of our common stock. Based on the assessment performed, the fair value of the merger consideration as of October 29, 2021 was approximately $ 33.0 Based on management’s evaluation, management concluded that due to the high volatility of its share price, the low probability of not achieving the MW targets, and the fact the value associated with meeting the performance measures are not intended to drive the number of shares to be issued, but rather act as a proxy for and driver of share value, the monetary value of the obligation at inception is predominantly a function of equity shares. As such, the consideration will be treated as equity as ASC 480-10-25-14 is not applicable since the monetary value of the Merger Shares is not (1) fixed, or (2) dependent on (i) variations in something other than the fair value of the Company’s equity shares, or (ii) variations inversely related to changes in the fair value of the Company’s equity shares and is instead exposed to changes in the fair value of the Company’s share price, and as such does not represent a liability under ASC 480. The economic risks and characteristics of the share consideration are clearly and closely related to a residual equity interest since the underlying (i.e., the incremental shares of common stock delivered upon achievement of each MW target) will participate in the increase in value of the common equity of the Company, similar to a call option on common stock. Based on guidance in ASC 815-40-25-7 through 25-35, the share consideration is considered to be indexed to the Company’s stock and meets the additional criteria for equity classification. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets Intangible assets consist of the following as of September 30, 2023: Schedule of Intangible Assets (Dollars in thousands) Intangible Assets Accumulated Total Strategic pipeline contract $ 46,885 $ 17,972 $ 28,913 Assembled workforce 500 192 308 Patents 156 7 149 Total $ 47,541 $ 18,171 $ 29,370 Intangible assets consist of the following as of December 31, 2022: (Dollars in thousands) Intangible Assets Accumulated Total Strategic pipeline contract $ 46,885 $ 10,940 $ 35,945 Assembled workforce 500 117 383 Patents 110 6 104 Total $ 47,495 $ 11,063 $ 36,432 Amortization expense for the three months ended September 30, 2023 and 2022 was approximately $ 2.4 2.4 7.1 7.1 The strategic pipeline contract relates to supply of a critical input to our digital mining business. The Company has analyzed this strategic pipeline contract similar to a permit for future benefit. The strategic pipeline contract relates to potential renewable energy data centers that fit in the alignment of the Company structure to expand operations of the Company’s new focus in their business. The Company expects to record amortization expense of intangible assets over the next five years and thereafter as follows: Schedule of Amortization Expense of Intangible Assets (Dollars in thousands) Year 2023 (remainder of the year) $ 2,371 2024 9,485 2025 9,485 2026 7,905 2027 7 Thereafter 117 Total $ 29,370 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes During the three and nine months ended September 30, 2023, the Company’s effective income tax rate was -4.52 1.57 -0.96 -1.66 21 569 547 524 1.3 In connection with the strategic contract pipeline acquired in the Soluna Callisto acquisition as further discussed in Note 5, ASC 740-10-25-51 requires the recognition of a deferred tax impact of acquiring an asset in a transaction that is not a business combination when the amount paid exceeds the tax basis on the acquisition date. As such, the Company is required to adjust the value of the strategic contract pipeline by approximately $ 10.9 547 1.6 The Company provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur in accordance with accounting standards that address income taxes. Significant management judgment is required in determining the period in which the reversal of a valuation allowance should occur. The Company has considered all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income amongst other items, in determining its valuation allowance. In addition, the Company’s assessment requires us to schedule future taxable income in accordance with accounting standards that address income taxes to assess the appropriateness of a valuation allowance which further requires the exercise of significant management judgment. The Company believes that the accounting estimate for the valuation of deferred tax assets is a critical accounting estimate because judgment is required in assessing the likely future tax consequences of events that have been recognized in our financial statements or tax returns. The Company based the estimate of deferred tax assets and liabilities on current tax laws and rates and, in certain cases, business plans and other expectations about future outcomes. In the event that actual results differ from these estimates, or the Company adjusts these estimates in future periods, the Company may need to adjust the recorded valuation allowance, which could materially impact our financial position and results of operations. The Company has a full valuation allowance for the deferred tax asset of $ 35.6 30.7 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Convertible Notes Payable Debt consists of the following (Dollars in thousands): Schedule of Debt Maturity Date Interest Rate September 30, December 31, Convertible Note July 25, 2024 * 18 % $ 10,796 $ 12,254 Less: discount from issuance of warrants - 475 Less: debt issuance costs - 42 Total convertible notes, net of discount and issuance costs $ 10,796 $ 11,737 * Default interest was waived on March 10, 2023 On October 25, 2021, pursuant to a Securities Purchase Agreement (the “October SPA”), the Company issued to certain accredited investors (the “Noteholders”) (i) secured convertible notes in an aggregate principal amount of $ 16.3 15 71,043 229.50 71,043 312.50 375 450 The October Secured Notes, subject to an original issue discount of 8 April 25, 2023 18 On April 24, 2023, the Company reached agreement with the holders of the outstanding Convertible Notes to extend the maturity thereof until May 25, 2023. On May 11, 2023, the Company entered into a Second Amendment Agreement (the “Second Amendment”) as discussed further below with the holders of its October Secured Notes to extend the maturity date of the October Secured Notes to July 25, 2024. On July 19, 2022, the Company entered into an addendum to the October SPA (the “Addendum”), pursuant to which a portion of the October Secured Notes would be converted and may be redeemed in three tranches, with each tranche of $ 1,100,000 20 2,200,000 1.20 1.00 1,950,000 3,400 331.50 237.50 11,841 On September 13, 2022, the Company and the Noteholders entered into an agreement further amending the Addendum (the “Addendum Amendment”), which among other matters, extended the Maturity Date of the October Secured Notes by six months to April 25, 2023, and increased the principal amount of the October Secured Notes by an aggregate of $ 520,241 13,006,022 1.0 on or before October 17, 2022, the Company (i) must deposit $1,000,000 into escrow as the Third Deposit, (ii) will not be required to make the second deposit of $1,950,000 pursuant to the Addendum and the Addendum Agreement, or redeem the first tranche of October Secured Notes. Additionally, the First Reconcile Date was extended to October 12, 2022. The Company gave notice to the Noteholders on October 10, 2022 that the Company would be conducting an equity financing. This in turn paused the commencement of (a) the Second Conversion and the Second Reconcile Date, and (b) the Third Conversion and the Third Reconcile Date, in each case, for forty-five (45) Trading Days, each as defined in the Addendum. This also had the effect of pausing the Company’s requirement to make the Third Deposit of $1,000,000 under the October Purchase Agreement as amended by the Addendum, for 45 Trading Days. The 45-day trading window opened on December 20, 2022 to allow the Noteholders to apply the 20% discount to the 5-day VWAP of the Company’s stock. 17,223 40,000 87.50 40,000 112.50 40,000 137.50 40,000 187.50 5 Pursuant to the Addendum, between July 21, 2022 to August 3, 2022, the October Secured Notes with an aggregate principal amount of $ 1,100,000 11,734 93.75 12.8 13.0 14.1 8.6 892 892 0 474 12.3 13.0 In connection with the Second Amendment, the Company paid an extension fee of $ 250,000 14 240,000 12.50 80,000 20.00 Subject to the Equity Conditions (as defined below), upon each trigger set forth below, the Company is allowed, once per trigger, require the Note holders to convert up to 20 (i) the Company’s Common Stock trades for 10 12.50 40,000 (ii) the Company’s Common Stock trades for 10 17.50 40,000 (iii) the Company’s Common Stock trades for 10 22.50 40,000 The Equity Condition is met if all of the following conditions have been met: (i) the shares of Common Stock issuable upon the conversion are either registered under the Securities Act of 1933 or resellable under Rule 144 thereunder without any volume restrictions, (ii) the number of shares issuable to each Note holder are below 4.99 With the Second Amendment on May 11, 2023, the principal value was reestablished to approximately $ 13.3 10.94 1.9 554 1.33 250 1.05 625 736 2.3 Following the debt extinguishment on July 19, 2022 as noted further above, the Convertible Notes will be accounted for under the fair value method on a recurring basis upon issuance (e.g., upon execution of the Addendum) per guidance within ASC 480, and at each subsequent reporting period, with changes in fair value reported in earnings. Although the Notes are not being accounted for under 825-10, the substance of the debt is considered to be the same and is therefore considered outside the scope of ASC 470-60. As such, the Company performed a fair value analysis of the Convertible Notes. In addition, due to the extinguishment of debt in relation to the Second Amendment on May 11, 2023, the Company needed to perform a fair value analysis as of the date of extinguishment. For the year-ended December 31, 2022 and quarters-ended March 31, 2023, June 2023 and September 30, 2023, the Company had Monte Carlo simulations run-out for the expected conversion dates of the Convertible Notes using risk free rates, annual volatility, daily trading volumes, likely conversion profiles, and other assumptions based on principal and accrued interest as of the period ends. The Company determined the fair value of the Convertible Notes uses certain Level 3 inputs. Changes in Level 3 Financial Liabilities Carried at Fair Value Schedule of Changes in Level 3 Financial Liabilities Carried at Fair Value (in thousands) Balance, July 19, 2022 (date of Addendum of convertible notes) $ 14,610 Conversions of debt (1,100 ) Total revaluation loss 597 Balance, September 13, 2022 14,107 Total revaluation gains (1,853 ) Balance, December 31, 2022 $ 12,254 Conversions of debt (January 2023- March 2023) (1,394 ) Total revaluation gains (474 ) Balance March 31, 2023 $ 10,386 Total revaluation loss 554 Balance, May 11, 2023 10,940 Conversions of Debt (May 11, 2023-June 30, 2023) (400 ) Total revaluation loss 170 Balance June 30, 2023 $ 10,710 Financial liabilities, Beginning balance $ 10,710 Conversions of Debt (July 1, 2023- September 30, 2023) (650 ) Total revaluation losses 736 Total revaluation (gains) losses 736 Balance September 30, 2023 $ 10,796 Financial liabilities, Ending balance $ 10,796 In accordance with the most favored nation provision (“MFN Provision”), following the issuance of the December 2022 Shares and the December 2022 Warrants, we reduced the conversion price of the October Secured Notes to $ 19.00 7.50 In connection with the December 2022 Offering, we also agreed to amend certain existing warrants to purchase up to an aggregate of: (i) 23,681 shares of our Common Stock at an exercise price of $237.50 per share and an expiration date of October 25, 2026; (ii) 40,000 shares of our Common Stock at an exercise price of $87.50 per share and with an expiration date of September 13, 2027; (iii) 40,000 shares of our Common Stock at an exercise price of $112.50 per share and with an expiration date of September 13, 2027; (iv) 40,000 shares of our Common Stock at an exercise price of $137.50 per share and with an expiration date of September 13, 2027; (v) 40,000 shares of our Common Stock at an exercise price of $7.50 per share and an expiration date of September 13, 2027; and (vi) 3,400 shares of Common Stock at an exercise price of $187.50 and an expiration date of January 14, 2025, held by the Noteholders (collectively, the “Noteholder Warrants”) so that the amended Noteholder Warrant would have an exercise price of $19.00 per share. 19.00 370 The events of default stated in the Notice of Acceleration and Repossession defined below with NYDIG Financing constituted a cross-default under the terms of secured convertible notes issued to the Noteholders. In addition to such cross-default, the failure of the Company pursuant to the Addendum dated as of July 19, 2022, to escrow an aggregate amount of $ 950,000 18 617 617 Promissory Notes Schedule of Promissory Notes (Dollars in thousands) Maturity Dates Interest Rate September 30, Promissory note issuances November 3 & 10, 2023 15 % $ 900 Less: principal promissory note repayment (900 ) Total promissory note outstanding as of September 30, 2023 $ - The Company had issued six promissory notes to certain holders totaling an aggregate principal balance of $ 900 300 15 53,517 300 9 92 On April 4, 2023, the Company issued to the holders of the promissory notes on February 3, 2023 and February 10, 2023, 58,673 325 10 105 On May 5, 2023, June 2, 2023, and July 31, 2023 the Company paid the remaining principal balance of $ 275 13 Notes payable On July 13, 2023, the Company entered into two note payable agreements for a total principal value of approximately $ 235 15 April 15, 2024 The Company can prepay the note by paying the full amount owed plus an additional 20%. 235 20 47 33 NYDIG Financing Schedule of Financing Debt (Dollars in thousands) Maturity Dates Interest Rate September 30, December 31, NYDIG Loans #1-11 April 25, 2023 thru January 25, 2027 12% thru 15 % $ 10,546 $ 14,387 Less: principal payments — 3,841 Less: repossession of collateralized assets 2,575 - Total outstanding debt $ 7,971 $ 10,546 * Due to event of default- the entire NYDIG Financing became current, see note below. On December 30, 2021, Soluna MC Borrowing 2021-1 LLC (the “Borrower”), an indirect wholly owned subsidiary of the Company entered into a Master Equipment Finance Agreement (the “Master Agreement”) with NYDIG ABL LLC (“NYDIG”) as lender, servicer and collateral agent (the “NYDIG facility”). The Master Agreement outlined the framework for a financing up to approximately $ 14.4 On January 14, 2022, the Borrower effected an initial drawdown under the Master Agreement in the aggregate principal amount of approximately $ 4.6 14 9.8 100 In connection with the NYDIG Transactions, on January 13, 2022, the Company entered into a Consent and Waiver Agreement, dated as of January 13, 2022 (the “Consent”), with the Noteholders, in connection with the October SPA, pursuant to which the Noteholders agreed to waive any lien on, and security interest in, certain assets, provided various contingencies are fulfilled, and each Noteholder who acquired October Secured Notes having a principal amount of not less than $ 3,000,000 Promptly after the date of the Consent, the Company issued warrants to purchase up to 3,400 237.50 19.00 The Company, through the Borrower, was required to make average monthly principal and interest payments to NYDIG of approximately $ 730 4.6 14 On December 20, 2022, the Borrower received a Notice of Acceleration and Repossession (the “NYDIG Notice”) from NYDIG with respect to the Master Agreement, by and between Borrower and NYDIG. The obligations of Borrower under the Master Agreement and reflected in the NYDIG Notice are ring-fenced to Borrower and its direct parent company, Soluna MC LLC. The Company is not a party to any guaranty, collateral agreement or other support agreement with or for the benefit of NYDIG. The NYDIG Notice states that (a) Borrower failed to observe or perform certain covenants, conditions or agreements contained in the Master Agreement and such failure continued unremedied for a period of ten days after Borrower’s knowledge of such breach, which resulted in an event of default under the Master Agreement, and (b) Borrower defaulted under the guaranty, collateral agreement, or other support agreement, which resulted in an event of default under the Master Agreement. In addition, the NYDIG Notice states that Borrower failed to pay certain payments of principal and interest under the Master Agreement when due, which failure also constituted an event of default under the Master Agreement. As a result of the foregoing events of default, and pursuant to the Master Agreement, NYDIG (x) declared the principal amount of all loans due and owing under the Master Agreement and all accompanying Loan Documents (as defined in the Master Agreement) to be due and immediately payable, (y) imposed a default rate of interest on any outstanding principal amount of each loan (together with all then unpaid interest accruing thereon) and all other obligations under the Master Agreement and the Loan Documents, and (z) demanded the return of all equipment subject to the Master Agreement and the Loan Documents. As such, the principal balance of $10.5 million became due immediately and the Borrower was to bear interest, at a rate per annum equal to 2.0% plus the rate per annum otherwise applicable to such obligations set forth in the Master Agreement. 274 3.4 3.4 251 8.0 810 Additionally, NYDIG has stated its intention to pursue SCI, the parent company of Guarantor, under a piercing of the corporate veil claim relating to NYDIG Defendants’ debts and liabilities under the loan documents. SCI denies any such liability and has filed a complaint for a declaratory judgment against NYDIG in the Eighth Judicial District Court in Clark County, Nevada on March 16, 2023 seeking a declaratory judgment as to such matter. NYDIG filed a motion to dismiss in response to SCI’s declaratory judgment complaint on April 13, 2023. SCI filed a response in opposition to NYDIG’s motion to dismiss on April 27, 2023. The court heard oral arguments on May 16, 2023. On June 22, 2023, the court issued an order granting NYDIG’s motion to dismiss, on the basis that the case was not ripe for decision, without prejudice. SCI intends to continue to vigorously defend any allegations regarding liability on account of NYDIG Defendants’ debts and liabilities to NYDIG under their loan documents and intends to refile a declaratory judgment complaint against NYDIG. Loan and Security Agreement Navitas Term Loan Schedule of Navitas Term Loan (Dollars in thousands) Maturity Dates Interest Rate September 30, Term Loan and capitalized interest May 9, 2025 15 % $ 2,173 Less: principal payments - Less: debt issuance costs 40 Total outstanding debt 2,133 Less: current portion of debt 1,083 Total Long term debt $ 1,050 On May 9, 2023, Soluna DV ComputeCo, LLC (“DV”) and Navitas West Texas Investments SPV, LLC entered into a 2-year Loan Agreement (“Term Loan”) for $ 2,050,000 15 greater of plus Any and all monthly debt service amounts so paid to Lender shall be applied first to accrued and unpaid interest that has not yet been added to the principal balance of the Term Loan, if any, and then to repayment of the then outstanding principal balance of the Term Loan. On the Term Loan Maturity Date ( May 9, 2025 1.1 1.1 123 Line of Credit On September 15, 2021, the Company entered into a $ 1.0 0.75 1.0 1.0 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | 9. Stockholders’ Equity Preferred Stock The Company has two series of preferred stock outstanding: the Series A Preferred Stock, with a $ 25.00 0.0001 100.00 3,061,245 62,500 Series B Preferred Stock On July 19, 2022, the Company entered into a Securities Purchase Agreement (the “Series B SPA”) with an accredited investor (the “Series B Investor”) pursuant to which the Company sold to the Series B Investor 62,500 5,000,000 he shares of Series B Preferred Stock are initially convertible, subject to certain conditions, into 46,211 135.25 In addition, on July 19, 2022, the Company issued to the Series B Investor common stock purchase warrants (the “Series B Warrants”) to purchase up to an aggregate of 40,000 250.00 40,000 287.50 Common Stock The Company has one class of common stock, par value $ 0.001 Each share of the Company’s common stock is entitled to one vote on all matters submitted to stockholders 1,451,988 747,837 Dividends Pursuant to the Certificate of Designations, Preferences and Rights of 9.0% Series A Cumulative Perpetual Preferred Stock of the Company, dividends, when, as and if declared by the Board 3.9 1.7 5.2 6.9 The Company’s Series B Preferred Stock includes a 10 657 44,000 70,300 Each Pre-Funded Warrant has been funded to the amount of $ .19999, 0.00001 4.99 4.99 Reservation of Shares The Company had reserved common shares for future issuance as follows as of September 30, 2023: Schedule of Reserved Shares of Common Stock for Future Issuance Stock options outstanding (1) 52,392 Restricted stock units outstanding 11,907 Warrants outstanding (1) 1,230,130 Common stock available for future equity awards or issuance of options (1) 412,337 Number of common shares reserved 1,706,766 (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 The Company also notes that as of September 30, 2023, there are 1,100,839 Income (Loss) per Share The Company computes basic income (loss) per common share by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted income (loss) per share reflects the potential dilution, if any, computed by dividing income (loss) by the combination of dilutive common share equivalents, comprised of shares issuable under outstanding investment rights, warrants and the Company’s share-based compensation plans, and the weighted average number of common shares outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money stock options, which are calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of a stock option and the amount of compensation cost, if any, for future service that the Company has not yet recognized are assumed to be used to repurchase shares in the current period. The Company notes as continuing operations was in a net loss for the three and nine months ended September 30, 2023 and 2022, as such basic and diluted earnings per share is the same balance as continuing operations acts as the control amount in which would cause antidilution. Not included in the computation of earnings per share, assuming dilution, for the three and nine months ended September 30, 2023, were options to purchase 52,392 11,907 1,230,130 Not included in the computation of earnings per share, assuming dilution, for the three and nine months ended September 30, 2022, were options to purchase up to 32,493 32,292 303,312 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Commitments: Leases The Company determines whether an arrangement is a lease at inception. The Company and its subsidiaries have operating leases for certain manufacturing, laboratory, office facilities and certain equipment. The leases have remaining lease terms one year ten years Lease expense for these leases is recognized on a straight-line basis over the lease term. For the three and nine months ended September 30, 2023 and 2022, total lease costs are comprised of the following: Summary of Lease Expense Recognized on Straight-line Basis Over Lease Term 2023 2022 2023 2022 (Dollars in thousands) Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating lease cost $ 61 $ 51 $ 177 $ 151 Short-term lease cost — — — — Total net lease cost $ 61 $ 51 $ 177 $ 151 Short-term leases are leases having a term of twelve months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases. Other information related to leases was as follows: Schedule of Other Information Related to Leases (Dollars in thousands, except lease term and discount rate) Nine Months Ended Weighted Average Remaining Lease Term (in years): Operating leases 4.32 Weighted Average Discount Rate: Operating leases 7.99 % Nine Months Ended Nine Months Ended Supplemental Cash Flows Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 172 $ 148 Non-Cash Activity Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 403 $ 20 Maturities of noncancellable operating lease liabilities are as follows for the quarter ending September 30: Schedule of Maturity of Operating Lease Liabilities (Dollars in thousands) 2023 2023 (remainder of year) $ 61 2024 247 2025 79 2026 29 2027 29 Thereafter 145 Total lease payments 590 Less: imputed interest (102 ) Total lease obligations 488 Less: current obligations 215 Long-term lease obligations $ 273 As of September 30, 2023, there were no additional operating lease commitments that had not yet commenced. Contingencies: Spring Lane Capital Contingency The Company has a potential contingency associated with an agreement with Spring Lane of up to $250 thousand which would be reduced by a proportion of funding received from Spring Lane up to the $35.0 million aggregate contribution cap. The Company considers the probability of a payment for the contingency to be remote Legal We are subject to legal proceedings, claims and liabilities which arise in the ordinary course of business. When applicable, we accrue for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Legal fees are charged to expense as they are incurred. The Company has been named as a party in the December 19, 2019 United States Environmental Protection Agency (“EPA”) Demand Letter regarding the Malta Rocket Fuel Area Superfund Site (“Site”) located in Malta and Stillwater, New York in connection with an alleged release of hazardous materials into the environment. The EPA is seeking reimbursement of response costs from all named parties in the amount of approximately $ 358 NYDIG filed a complaint against a subsidiary of Company, Soluna MC Borrowing 2021-1, LLC (“Borrower”) and Soluna MC, LLC, as Guarantor (“Guarantor”), and together with Borrower, (“NYDIG Defendants”) in Marshall Circuit Court of the Commonwealth of Kentucky on December 29, 2022 regarding a series of loans made by NYDIG to Borrower pursuant to a master equipment finance agreement that were secured by certain assets of Borrower and guaranteed by Guarantor pursuant to a written guaranty agreement executed by Guarantor. The Court issued on February 15, 2023 an agreed order granting NYDIG’s motion for writ of possession which, among other things, ordered parties to provide NYDIG access to the collateral described therein and preserved the rights of NYDIG to pursue a deficiency judgment against the NYDIG Defendants. Also on February 15, 2023, the NYDIG Defendants filed their answer and affirmative defenses in this proceeding. The NYDIG Defendants believe that NYDIG has liquidated some of the collateral securing the loans and anticipate that NYDIG will complete the liquidation of collateral and continue to prosecute the complaint to obtain a judgment against the NYDIG Defendants. Additionally, NYDIG has stated its intention to pursue SCI, the parent company of Guarantor, under a piercing of the corporate veil claim relating to NYDIG Defendants’ debts and liabilities under the loan documents. SCI denies any such liability and has filed a complaint for a declaratory judgment against NYDIG in the Eighth Judicial District Court in Clark County, Nevada on March 16, 2023 seeking a declaratory judgment as to such matter. NYDIG filed a motion to dismiss in response to SCI’s declaratory judgment complaint on April 13, 2023. SCI filed a response in opposition to NYDIG’s motion to dismiss on April 27, 2023. The court heard oral arguments on May 16, 2023. On June 22, 2023, the court issued an order granting NYDIG’s motion to dismiss, on the basis that the case was not ripe for decision, without prejudice. SCI intends to continue to vigorously defend any allegations regarding liability on account of NYDIG Defendants’ debts and liabilities to NYDIG under their loan documents and intends to refile a declaratory judgment complaint against NYDIG. On February 23, 2023, NYDIG proceeded to foreclose on all of the collateral securing the MEFA, and repossessed the collateralized assets that totaled approximately $ 3.4 million, in which approximately $ 560 thousand was first used to pay off accrued interest and penalty to date. On September 5, 2023, NYDIG provided a letter finalizing the accounting for the repossessed collateralized assets totaling proceeds of approximately $ 3.4 million. This included legal and other expenses associated with the sale of the assets net a modest gain on the estimated net book value of the assets totaling $ 251 thousand that was expensed as a loss on disposition of assets for the three months ended September 30, 2023. In September 2023, Atlas Technology Group LLC (“Atlas”) filed a complaint against Soluna MC LLC (formerly EcoChain Block LLC) (“Soluna MC”), Soluna Computing, Inc., and Soluna Holdings, Inc. (collectively, the “Atlas Defendants”) in the Supreme Court of the State of New York, County of New York regarding a co-location services agreement between Soluna MC and Atlas. Atlas alleges that the termination of such agreement by Soluna MC was a breach and asserts various claims, including breach of contract and the return of pre-paid fees. The claim requests a judgement against the Atlas Defendants for the return of pre-paid fees of approximately $464 thousand and additional damages to be determined at trial of not less than $7.9 million, and reimbursement of costs including legal fees and other costs. The complaint also contains references to alter ego liability and piercing the corporate veil. The Atlas Defendants believes they have substantial factual and legal defenses to these claims and intend to defend the claims vigorously. The referenced pre-paid fees of approximately $464 thousand have been reported in previous filings on Soluna MC’s balance sheet. No reserves have been established for any other claims asserted in such complaint. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions MeOH Power, Inc. On December 18, 2013, MeOH Power, Inc. and the Company executed a Senior Demand Promissory Note (the Note) in the amount of $ 380 0.07 357 342 Legal Services During the three and nine months ended September 30, 2023, the Company incurred $ 1 1 1 2 HEL Transactions As discussed above, on October 29, 2021, the Company completed the Soluna Callisto acquisition pursuant to the Merger Agreement. The purpose of the transaction was for SCI to acquire substantially all of the assets (other than those assets physically located in Morocco) formerly held by HEL, which assets consisted of SCI’s existing pipeline of certain cryptocurrency mining projects that HEL previously transferred to SCI, which was formed expressly for this purpose, and to provide SCI with the opportunity to directly employ or retain the services of four individuals whose services it had retained through HEL prior to the merger. As a result of the merger, each share of common stock of Soluna Callisto issued and outstanding immediately prior to the effective time of the merger, other than shares owned by the Company or any of our subsidiaries, was cancelled and converted into the right to receive a proportionate share of the Merger Consideration. In connection with the Soluna Callisto acquisition, effective as of October 29, 2021, upon and subject to the terms and conditions of the Termination Agreement, on November 5, 2021: (1) the existing Operating and Management Agreements between HEL and SCI were terminated in all respects; and (2)(A) SCI paid HEL $ 725,000 Due to conditions being met within the Merger Agreement in relation to energization and retention of employees, the Company has advised SCI US Holdings LLC, a Delaware limited liability company, who is the sole Effective Time Holder (as defined in the Merger Agreement) of the right to receive the Merger Shares and that 19,800 39,600 59,400 59,400 Please see Note 5 for additional information regarding the Soluna Callisto acquisition and related transactions. Several of HEL’s equity holders are affiliated with Brookstone Partners, the investment firm that holds an equity interest in the Company through Brookstone Partners Acquisition XXIV, LLC. The Company’s two Brookstone-affiliated directors also serve as directors and, in one case, as an officer, of HEL and also have ownership interest in HEL. In light of these relationships, the various transactions by and between the Company and SCI, on the one hand, and HEL, on the other hand, were negotiated on behalf of the Company and SCI via an independent investment committee of the Board and separate legal representation. The transactions were subsequently unanimously approved by both the independent investment committee and the full Board. Four of the Company’s directors have various affiliations with HEL. Michael Toporek, the former Chief Executive Officer, and current Executive Director of the Company, owns (i) 90% of the equity of Soluna Technologies Investment I, LLC, which owns 57.9% of HEL and (ii) 100% of the equity of MJT Park Investors, Inc., which owns 3.1% of HEL, in each case, on a fully diluted basis. Mr. Toporek does not own directly, or indirectly, any equity interest in Tera Joule, LLC, which owns 9.2% of HEL; however, as a result of his 100% ownership of Brookstone IAC, Inc., which is the manager of Tera Joule, LLC, he has dispositive power over the equity interests that Tera Joule owns in HEL In addition, one of the Company’s directors, Matthew E. Lipman, serves as a director and currently acting as President of HEL. Mr. Lipman does not directly own any equity interest in Tera Joule, LLC, which owns 9.2% of HEL; however, as a result of his position as a director and officer of Brookstone IAC, Inc., which is the manager of Tera Joule, LLC, he has dispositive power over the equity interests that Tera Joule owns in HEL. As a result, the approximate dollar value of the amount of Mr. Toporek’s and Mr. Lipman’s interest in the Company’s transactions with HEL for the three and nine months ended September 30, 2023 was $ 0 0 John Belizaire and John Bottomley, who were elected to the Board upon the effective time of SCI’s acquisition of Soluna Callisto, serve as directors of HEL. In addition, Mr. Belizaire is the beneficial owner of 1,317,567 102,380 86,763 965,945 818,596 96,189 The Company’s investment in HEL was initially carried at the cost of investment and was $ 750 750 0 The Company owned approximately 1.79 |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | 12. Stock Based Compensation 2023 Plan The 2023 Plan was adopted by the Board on February 10, 2023 and approved by the stockholders on March 10, 2023. The 2023 Plan sets the number of shares of our Common Stock reserved for issuance thereunder, on a quarterly basis, to 9.75 9.75 On June 29, 2023, at the Annual Shareholder Meeting, the Amended and Restated 2023 Stock Incentive Plan was approved. The Amended and Restated 2023 Plan will, among other things, increase the number of shares of our Common Stock reserved for issuance thereunder, on a quarterly basis, to 23.75 23.75 2021 Plan The Company’s 2021 Plan was adopted by the Board on February 12, 2021 and approved by the stockholders on March 25, 2021. The 2021 Plan was amended and restated effective as of October 29, 2021, and May 27, 2022, respectively. The 2021 Plan authorizes the Company to issue shares of common stock upon the exercise of stock options, the grant of restricted stock awards, and the conversion of restricted stock units (collectively, the “Awards”). The Compensation Committee has full authority, subject to the terms of the 2021 Plan, to interpret the 2021 Plan and establish rules and regulations for the proper administration of the 2021 Plan. Subject to certain adjustments as provided in the 2021 Plan, the maximum aggregate number of shares of the Company’s common stock that may be issued under the 2021 Plan (i) pursuant to the exercise of options, (ii) as shares or restricted stock and (iii) in settlement of RSUs shall be limited to (A) during the Company’s fiscal year ending December 31, 2021 (the “2021 Fiscal Year”), 1,460,191 On March 10, 2023, at the Special Shareholder Meeting, the Third Amended and Restated 2021 Stock Incentive Plan was approved. The Third Amended and Restated 2021 Plan will, among other things, (a) increase the number of shares of our Common Stock reserved for issuance thereunder, on a quarterly basis, to 18.75% of the shares of our Common Stock outstanding on the measurement date and (b) allow us to grant awards of shares of our 9.0% Series A Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) (with and without restrictions). Subject to certain adjustments as provided in the Third Amended and Restated 2021 Plan, the maximum aggregate number of shares of our Common Stock that may be issued under the Third Amended and Restated 2021 Plan (excluding the number of shares of our Common Stock subject to Specified Awards (as defined below)) (i) pursuant to the exercise of stock options, (ii) as unrestricted or restricted Common Stock, and (iii) in settlement of RSUs shall be limited to, beginning with the first quarter of our fiscal year ending December 31, 2023 (or January 1, 2023), 18.75% of the number of shares of our Common Stock outstanding as of the first trading day of each quarter. Subject to certain adjustments as provided in the Third Amended and Restated 2021 Plan, the maximum aggregate number of shares of our Series A Preferred Stock that may be issued under the Third Amended and Restated 2021 Plan as unrestricted or restricted Series A Preferred Stock shall equal $3,600,000 valued as of the effective date of the Third Amended and Restated 2021 Plan as determined at the lower of the closing price of our Series A Preferred Stock on Nasdaq on such date or the average of the daily volume weighted average price of our Series A Preferred Stock on Nasdaq as reported by Bloomberg L.P. for a period of five (5) consecutive trading days ending on such date. Subject to certain adjustments as provided in the Third Amended and Restated 2021 Plan, (i) shares of our Common Stock and Series A Preferred Stock, as applicable, subject to the Third Amended and Restated 2021 Plan shall include shares of our Common Stock and Series A Preferred Stock, as applicable, which revert back to the Third Amended and Restated 2021 Plan in a prior quarter or fiscal year, as applicable, pursuant to the paragraph below, and (ii) the number of shares of our Common Stock and Series A Preferred Stock, as applicable, that may be issued under the Third Amended and Restated 2021 Plan may never be less than the number of shares of our Common Stock and Series A Preferred Stock, as applicable, that are then outstanding under (or available to settle existing) 2021 Plan Award grants. For purposes of the Third Amended and Restated 2021 Plan, “Specified Awards” means (i) 2021 Plan Awards issued to Eligible Persons who are not employed or engaged by us or any of our subsidiaries as of the last day of any fiscal quarter, commencing with the fiscal quarter ending March 31, 2023, and (ii) 2021 Plan Awards that have a grant date at least three (3) years prior to the last day of any fiscal quarter, commencing with the fiscal quarter ending March 31, 2023. The exclusion of Specified Awards from the determination of the maximum aggregate number of shares of our Common Stock available for issuance under the Third Amended and Restated 2021 Plan could have material effect on the number of shares of our Common Stock available for issuance thereunder and could have a material dilutive effect on our stockholders During the three months ended September 30, 2023, the Company did not issue any equity awards under its 2021 or 2023 Plans. During the nine months ended September 30, 2023, the Company awarded 20,000 7.465 During the three months ended September 30, 2022, the Company awarded 2,730 45.00 107.50 81.50 2,730 25% During the nine months ended September 30, 2022, the Company awarded 21,938 45.00 271.25 229.75 12,260 37% vesting 12 months from the date of the grant, 33% vesting 24 months from the date of the grant, and 30% vesting 36 months from the date of the grant, in each case subject to the reporting person remaining in the service of the Company on each such vesting date 7,800 25% of such restricted stock units shall vest on the first anniversary, and the remaining shares shall vest ratably over the succeeding 36-month period, with (1/36) of such vesting on the last day of each such calendar month. 1,860 shares of common stock are performance-based awards that will vest in the following year in January 2023 based on approval of the Board based on achievement of key performance objectives |
Effect of Recent Accounting Upd
Effect of Recent Accounting Updates | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Effect of Recent Accounting Updates | 13. Effect of Recent Accounting Updates Accounting Updates Effective for fiscal year 2023 Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”) in the form of accounting standard updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considered the applicability and impact of all ASUs. ASUs not mentioned below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. In June 2016, the FASB issued ASU 2016-13 (Financial Instruments - Credit Losses (Topic 326)) and its subsequent amendments to the initial guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-02, respectively (collectively, Topic 326). Topic 326 changes how entities will measure credit losses for most financial assets and certain other instruments that are not accounted for at fair value through net income. This standard replaces the existing incurred credit loss model and establishes a single credit loss framework based on a current expected credit loss model for financial assets carried at amortized cost, including loans and held-to- maturity debt securities. The current expected loss model requires an entity to estimate credit losses expected over the life of the credit exposure upon initial recognition of that exposure when the financial asset is originated or acquired, which will generally result in earlier recognition of credit losses. This standard also requires expanded credit quality disclosures. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. This standard also simplifies the accounting model for purchased credit-impaired debt securities and loans. This standard will affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2018-19 clarifies that receivables arising from operating leases are accounted for using lease guidance and not as financial instruments. ASU 2019-04 clarifies that equity instruments without readily determinable fair values for which an entity has elected the measurement alternative should be remeasured to fair value as of the date that an observable transaction occurred. ASU 2019-05 There have been no other significant changes in the Company’s reported financial position or results of operations and cash flows as a result of its adoption of new accounting pronouncements or changes to its significant accounting policies that were disclosed in its condensed unaudited consolidated financial statements for the three and nine months ended September 30, 2023. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 14. Discontinued Operations As described in Note 1, the Company entered into a Stock Purchase Agreement with Purchaser, pursuant to which the Company sold on April 11, 2022 all of the issued and outstanding shares of capital stock of its wholly-owned subsidiary, MTI Instruments for approximately $ 9.0 7.5 Set forth below are the results of the discontinued operations: Schedule of Discontinued Operations (Dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Product revenue $ - $ - $ - $ 1,799 Cost of sales - - - 728 Research and development - - - 398 General and administrative expenses - - - 573 Other income - - - - (Loss) income from discontinued operations before gain on disposal and income taxes - - - 100 Pretax gain on sale of MTI Instruments - (21 ) - 7,581 Deferred tax benefit - - - 70 Net income from discontinued operations $ - $ (21 ) $ - $ 7,751 MTI Instruments Sale As described in Note 1, the Company entered into a Stock Purchase Agreement with Purchaser, pursuant to which the Company sold on April 11, 2022 all of the issued and outstanding shares of capital stock of our wholly-owned subsidiary, MTI Instruments for an all-cash purchase price of $ 10.75 The following table presents the gain associated with the Sale that was reported within the 2022 Annual Report. (Dollars in thousands) Schedule of Gain on Sale As of April 11, 2022 Consideration received $ 10,750 Plus: closing cash 1 Less: transaction costs (908 ) Less: closing indebtedness (483 ) Plus: new working capital adjustments 19 Adjusted consideration received 9,379 Cash 1 Accounts receivable, net 1,119 Inventories 888 Prepaid expense and other current assets 42 Operating lease right-of-use assets 579 Deferred tax assets 171 Property, plant and equipment, net 76 Total assets 2,876 Accounts payable 122 Accrued liabilities 547 Operating lease liability 579 Total liabilities 1,248 Net assets transferred 1,628 Gain on sale $ 7,751 |
PROJECT MARIE
PROJECT MARIE | 9 Months Ended |
Sep. 30, 2023 | |
Project Marie | |
PROJECT MARIE | 15. PROJECT MARIE As previously disclosed in Footnotes 4 and 8, on December 20, 2022, Soluna MC Borrowing 2021-1 LLC (“Borrower”), an indirect wholly owned subsidiary of Soluna Holdings, Inc. (the “Company”), received a Notice of Acceleration and Repossession (the “NYDIG Notice”) from NYDIG ABL LLC (“NYDIG”) with respect to the Master Equipment Finance Agreement, dated as of December 30, 2021 (the “MEFA”), by and between Borrower and NYDIG. The NYDIG Notice states that (a) Borrower failed to observe or perform certain covenants, conditions or agreements contained in the MEFA and such failure continued unremedied for a period of ten days after Borrower’s knowledge of such breach, which resulted in an event of default under the MEFA, and (b) Borrower defaulted under the guaranty, collateral agreement, or other support agreement, which resulted in an event of default under the MEFA. In addition, the NYDIG Notice states that Borrower failed to pay certain payments of principal and interest under the MEFA when due, which failure also constituted an event of default under the MEFA. As a result of the foregoing events of default, and pursuant to the MEFA, NYDIG (x) declared the principal amount of all loans due and owing under the MEFA and all accompanying Loan Documents (as defined in the MEFA) to be due and immediately payable, (y) imposed a default rate of interest on any outstanding principal amount of each loan (together with all then unpaid interest accruing thereon) and all other obligations under the MEFA and the Loan Documents, and (z) demanded the return of all equipment subject to the MEFA and the Loan Documents. The assets which secure the MEFA represent substantially all of the Company’s mining assets at the site and certain of the operating assets of Project Marie, a 20 MW facility located in Kentucky. The obligations of Borrower under the MEFA and reflected in the NYDIG Notice are ring-fenced to Borrower and its direct parent company, Soluna MC LLC. The Company is not a party to any guaranty, collateral agreement or other support agreement with or for the benefit of NYDIG. For the year ended December 31, 2022, the principal balance of $ 10.5 2.0% 3.4 560 251 8.0 3.4 251 810 274 On February 23, 2023, NYDIG proceeded to foreclose on all of the collateral securing the MEFA, which resulted in a reportable disposition of all of the Company’s mining assets at the site and certain of the operating assets of Project Marie. The total net book value of the collateralized assets that were repossessed totaled approximately $ 3.4 With the notice of termination of the Management and Hosting Services from CCMA, the Company notes that this event triggered the impairment of the remaining fixed assets at the Marie facility for the year ended December 31, 2022. Based on the closure of operations on Project Marie, the Company performed an impairment analysis and determined that approximately $ 2.4 For the three and nine months ended September 30, 2023, the Company assessed whether the abandonment of the Project Marie facility qualified for the classification of discontinued operations under ASC 205-20-45-1B and 1C. A disposal of a component of an entity or a group of components of an entity shall be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: a. The component of an entity or group of components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. b. The component of an entity or group of components of an entity is disposed of by sale. c. The component of an entity or group of components of an entity is disposed of other than by sale in accordance with paragraph 360-10-45-15 (for example, by abandonment or in a distribution to owners in a spinoff). As such, the Company deemed that criteria c was applicable as the Project Marie facility was abandoned and ceased further operations beginning on February 23, 2023. However, to qualify for reporting as discontinued operations, it must represent a strategic shift. Per ASC 205-20-45-1C, examples of a strategic shift that has (or will have) a major effect on an entity’s operations and financial results could include a disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity. A strategic shift implies that the disposal must result from a change in the way management had intended to run the business. Management does not believe the closure of Project Marie represented a strategic shift as the Company still fully intends to manage operations through data hosting with customers and proprietary mining arrangements for future pipelines, as such the strategic shift criteria was not met and will not qualify as discontinued operations. However, per ASC 360-10-50-3A, in addition to the disclosures in paragraph 360-10-50-3, if a long-lived asset (disposal group) includes an individually significant component of an entity that either has been disposed of or is classified as held for sale and does not qualify for presentation and disclosure as discontinued operation, a public business entity shall disclose the pretax profit or loss of the individually significant component of an entity for the period in which it is disposed of or is classified as held for sale and for all prior period that are presented in the statement where net income is reported in accordance with ASC 205-20-45-6 through 45-9. Set forth below are the results of Project Marie: Schedule of Results of Project Marie (Dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cryptocurrency mining revenue $ - $ 1,993 $ 769 $ 8,538 Data hosting revenue - 984 276 3,666 Total revenue - 2,977 1,045 12,204 Operating costs: Cost of cryptocurrency mining revenue, exclusive of depreciation - 1,723 801 4,605 Cost of revenue- depreciation 5 2,308 136 6,775 Data hosting (income) costs - 1,078 205 3,192 General and administrative expense 48 162 367 409 Impairment on fixed assets - - 43 - Interest expense 406 424 1,097 1,269 Loss on sale of fixed assets 344 - 332 1,618 Net loss before income taxes $ (803 ) $ (2,718 ) $ (1,936 ) $ (5,664 ) |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITY | 16. VARIABLE INTEREST ENTITY On January 26, 2022, DVSL was created in order to construct, own, operate and maintain variable data centers in order to support the mining of cryptocurrency assets, batch processing and other non-crypto related activities (collectively, the “Project”). On May 3, 2022, SCI entered into a Bilateral Master Contribution Agreement (the “Bilateral Contribution Agreement”) with Spring Lane Capital, pursuant to which Spring Lane agreed, pursuant to the terms and conditions of such agreement, to make one or more capital contributions to, and in exchange for equity in, SCI or one of its subsidiaries up to an aggregate amount of $ 35 On August 5, 2022, the Company entered into a Contribution Agreement (the “Dorothy Contribution Agreement”) with Spring Lane, Soluna DV Devco, LLC (“Devco”), an indirect wholly-owned subsidiary of SCI, and DVSL an entity formed in order to further the Company’s development for the first 25 MW of Project Dorothy, (each, a “Party” and, together, the “Parties”) Pursuant to the Dorothy Contribution Agreement, the Company committed to a capital contribution of up to approximately $ 26.3 8.1 4.8 In exchange for their contributions, the Company and Spring Lane were issued 67.8 32.2 100 Soluna evaluated this legal entity under ASC 810, Consolidations On March 10, 2023, the Company along with Devco Project Company Purchase and Sale Agreement Spring Lane Dorothy Phase 1A Facility Under a series of transactions in February 2023 and March 2023, culminating in the March 10, 2023 Purchase and Sale Agreement, the Company sold to Spring Lane certain Class B Membership Interests for a purchase price of $ 7,500,000 Sale 6,790,537 14.6% 39,791,988 85.4% 5,770,065 7,500,000 14.6% 67.8% After Spring Lane Capital realizes an 18% Internal Rate of Return hurdle on its investments, the Company retains the right to 50% of the profits on Soluna DVSL ComputeCo. In connection with the Spring Lane transactions and agreements, Soluna DV Services, LLC. will be providing the operations and maintenance services to Soluna DVSL ComputeCo, LLC. Soluna DV Services, LLC expects to receive a margin of 20% for services rendered Concurrently with the Sale, the Company, Spring Lane, Devco and the Project Company entered into (a) the Fourth Amended and Restated Limited Liability Company Agreement of the Project Company, dated as of March 10, 2023 (the “ Fourth A&R LLCA A&R Contribution Agreement As of January 1, 2023, there were no changes in the Limited Liability Agreement of the Company other than those related to incorporating the new investment and the purpose and design of the Company has not changed. The Company evaluated the power and benefits concepts under ASC 810 to determine whether the change in investment of Class B memberships would change the consolidation of the DVSL, and the Company concluded that, after the additional investment by Spring Lane, Soluna continues to have a controlling financial interest in DVSL. In addition, the Company continues to have the power and benefits associated with DVSL and therefore will continue to consolidate. The carrying amount of the VIE’s assets and liabilities was as follows for DVSL: Schedule of Variable Interest Entities of Assets and Liabilities (Dollars in thousands) September 30, 2023 December 31, 2022 Current assets: Cash and restricted cash $ 894 $ 15 Accounts receivable 944 - Related party receivable 2,000 - Other receivable- current 152 247 Due to- intercompany 154 - Total current assets 2,144 262 Other assets- long term 2,172 - Property, plant, and equipment 14,027 13,673 Total assets $ 18,343 $ 13,935 Current liabilities: Due from – intercompany $ - $ 241 Accounts payable 360 - Accrued expense 332 - Current portion of debt 1,083 - Total current liabilities 692 241 Other long term liabilities 1,190 - Long-term portion of debt 1,050 - Total liabilities $ 1,882 $ 241 Effective, January 1, 2023, the Company’s ownership in DVSL was reduced from 67.8% 14.6% On May 9, 2023, the Company’s indirect subsidiary Soluna DV ComputeCo, LLC (“DV”) completed a strategic partnership and financing with a special purpose vehicle, Navitas West Texas Investments SPV, LLC , the Company had contributed capital expenditures for the data center. Soluna and Navitas amended and restated the Initial LLCA (the “Existing LLCA”) to reflect Navitas’ contribution of $4,500,000 and its receipt of 4,500 Membership Interests, constituting 26.5% of the outstanding Membership Interests of the Company. On June 2, 2023, Soluna and Navitas amended and restated the Existing LLCA to (a) reflect (i) Navitas’s additional capital contribution of $7,596,970 and receipt of an additional 7,597 Membership Interests, for a total of 12,097 Membership Interests and 49% ownership of the Company, and (ii) Soluna’s additional capital contribution of $1,340,000 and receipt of an additional 1,340 Membership Interests, for a total of 12,590 Membership Interests and 51% ownership of the Company, and (b) describe the respective rights and obligations of the Members and the management of the Company Soluna evaluated this legal entity under ASC 810, Consolidations DV is a variable interest entity of Soluna due to DV being structured with non-substantive voting rights. This is due to two factors being met as outlined in ASC 810-10-15-14 a. The voting rights of Soluna are not proportional to their obligation to absorb the expected losses of the legal entity. Soluna gave Navitas veto rights over significant decisions, which results in Soluna having fewer voting rights than their obligation to absorb the expected losses of the legal entity. b. Substantially all of DV’s activities are conducted on behalf of Soluna, who has disproportionally fewer voting rights. Also, Soluna is the primary beneficiary due to having the power to direct the activities of DV that most significantly impact the performance of the Company due to its role as the manager handling the day-to-day activities of DV as well as majority ownership of and has the obligation to absorb losses or gains of DV that could be significant to Soluna. Accordingly, the accounts of DV are consolidated in the accompanying unaudited condensed financial statements The carrying amount of the VIE’s assets and liabilities was as follows for DV: Schedule of Variable Interest Entities of Assets and Liabilities (Dollars in thousands) September 30, 2023 December 31, 2022 Current assets: Cash and restricted cash $ 2,629 $ - Accounts receivable 40 - Related party receivable- intercompany 639 - Total current assets 3,308 - Other assets- long term 1,625 - Property, plant, and equipment 21,975 - Total assets $ 26,908 $ - Current liabilities: Accounts payable $ 370 $ - Accrued expense 854 - Current portion of debt 1,083 - Total current liabilities 2,307 - Long-term portion of debt 1,050 - Total liabilities $ 3,357 $ - |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 17. Segment Information The Company applies ASC 280, Segment Reporting No operating segments have been aggregated to form the reportable segments. The Company does not allocate all assets to the reporting segments as these are managed on an entity-wide basis. Therefore, the Company does not separately disclose the total assets of its reportable operating segments. The Cryptocurrency Mining segment generates revenue from the cryptocurrency the Company earns through its mining activities. The Data Center Hosting segment generates revenue from contracts for the provision/consumption of electricity and operation of the data center from the Company’s high performance computing facility in Calvert City, Kentucky. For the three months ended September 30, 2023 and 2022, approximately 0% 4% 0% 37% 3% 59% 97% 0% 0% 100% 25% 0% 75% 0% For the nine months ended September 30, 2023 and 2022, approximately 0% 6% 14% 41% 54% 53% 32% 0% 5% 100% 31% 0% 64% 0% The Company evaluates performance based on profit or loss from operations before income taxes, accounting changes, items management does not deem relevant to segment performance, and interest income and expense. Inter-segment sales and expenses are not significant. Non-cash items of depreciation and amortization are included within both costs of sales and selling, general and administrative expenses. The following table details revenue and cost of revenues for the Company’s reportable segments for three and nine months ended September 30, 2023 and 2022, and reconciles to net income (loss) on the consolidated statements of operations: Schedule of Segment Reporting Information (Dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Reportable segment revenue: Cryptocurrency mining revenue $ 1,786 $ 5,387 $ 5,497 $ 20,696 Data hosting revenue 4,011 985 5,451 3,668 Total segment and consolidated revenue 5,797 6,372 10,948 24,364 Reportable segment cost of revenue: Cost of cryptocurrency mining revenue, exclusive of depreciation 1,040 4,100 4,451 11,092 Cost of data hosting revenue, exclusive of depreciation 2,150 1,078 3,181 3,192 Cost of revenue-depreciation 1,200 6,010 2,364 15,872 Total segment and consolidated cost of revenues 4,390 11,188 9,996 30,156 Reconciling items: General and administrative expenses 5,102 8,064 18,353 22,568 Impairment on fixed assets 41 28,086 418 28,836 Impairment on equity investment - 750 - 750 Interest expense 495 1,671 2,355 7,856 Loss on debt extinguishment and revaluation 769 12,317 2,350 12,317 Loss on sale of fixed assets 373 988 404 2,606 Other expense (income), net 74 (2 ) 301 (2 ) Income tax expense (benefit) from continuing operations 569 (547 ) (524 ) (1,344 ) Net loss from continuing operations (6,016 ) (56,143 ) (22,705 ) (79,379 ) Income before income tax from discontinued operations - (21 ) - 7,681 Income tax benefit from discontinued operations - - - 70 Net income from discontinued operations - (21 ) - 7,751 Net loss (6,016 ) (56,164 ) (22,705 ) (71,628 ) (Less) Net (income) loss attributable to non-controlling interest (646 ) 272 206 272 Net loss attributable to Soluna Holdings, Inc. $ (6,662 ) $ (55,892 ) $ (22,499 ) $ (71,356 ) Capital expenditures 9,639 9,249 12,534 61,867 Depreciation and amortization 3,579 8,388 9,498 22,999 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Reverse Stock Split On October 11, 2023, the Company filed a Certificate of Change effecting a reverse stock split as of 5:00 p.m. Eastern Standard Time on October 13, 2023 with a ratio of 1-for-25 The Company’s common stock began trading on a post-split basis under the Company’s existing trading symbol, “SLNH,” when the market opened on October 16, 2023. The reverse stock split was approved by the Board of Directors and by shareholders at the annual meeting of the stockholders on June 29, 2023. At the effective time, every 25 In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards, warrants and convertible securities with respect to the number of shares of common stock subject to such award or security and the exercise or conversion price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans has been proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans. Furthermore, proportionate adjustments were made to the conversion factor at which the Company’s Series B Preferred Stock, par value $ 0.0001 187,500 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, SCI. All intercompany balances and transactions are eliminated in consolidation. |
Reverse Stock Split | Reverse Stock Split On October 11, 2023, the Company filed a Certificate of Change (the “Certificate of Change”) effecting a reverse stock split as of 5:00 p.m. Eastern Standard Time on October 13, 2023 with a ratio of 1-for-25 (the “Reverse Split”). 25 The primary goal of the Reverse Stock Split was to increase the per share price of the Common Stock in order to meet the minimum per share price requirement of $1.00 for continued listing on the Nasdaq. On October 30, 2023, the Company received a notice of compliance from NASDAQ. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards, warrants and convertible securities with respect to the number of shares of common stock subject to such award or security and the exercise or conversion price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans has been proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans. Furthermore, proportionate adjustments were made to the conversion factor at which the Company’s Series B Preferred Stock, par value $ 0.0001 187,500 The effects of the Reverse Stock Split have been reflected in these condensed unaudited consolidated financial statements and the accompanying footnotes for all periods presented, which includes adjusting the description of any activity that may have been transacted on a pre-Reverse Stock Split basis. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash and highly liquid short-term investments with original maturities of less than three months. As of September 30, 2023 and December 31, 2022, the Company had approximately $ 5.6 1.1 1.1 Restricted cash relates to cash that is legally restricted as to withdrawal and usage or is being held for a specific purpose and thus not available to the Company for immediate or general business use. As of September 30, 2023, the Company had restricted cash of approximately $ 4.4 3.4 1.0 685 thousand, in which the entire balance was classified as current. The Company notes that there was no restricted cash balance as of September 30, 2022 for cash flow purposes. The balance in restricted cash relates to funds held in escrow accounts due to sales of equipment that were executed, in which the Company can release to the convertible noteholders only if they request their share of funds. If no funds are distributed to the convertible noteholders from the escrow account by December 31, 2023, the funds may be used for general purposes for the Company. In addition, there was a restricted deposit held with a customer that was for less than 12 months. The Company has a long term restricted cash balance in relation to a collateralized deposit. |
Deposits and credits on equipment | Deposits and credits on equipment As of September 30, 2023 and December 31, 2022, the Company had approximately $ 975 1.2 |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or net assets. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivables consist of the following at: Schedule of Accounts Receivable (Dollars in thousands) September 30, December 31, Data hosting $ 1,688 53 Related party receivable 152 247 Other 184 20 Total $ 2,024 $ 320 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Plant And Equipment | Property, plant and equipment consist of the following at: Schedule of Plant And Equipment (Dollars in thousands) September 30, December 31, Land and land improvements $ 1,538 $ 540 Buildings and leasehold improvements 25,161 6,410 Computers and related software 11,136 7,248 Machinery and equipment 8,875 3,310 Office furniture and fixtures 23 22 Construction in progress 2,073 26,175 Property, plant and equipment gross 48,806 43,705 Less: Accumulated depreciation (2,868 ) (1,496 ) Property, plant and equipment $ 45,938 $ 42,209 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following as of September 30, 2023: Schedule of Intangible Assets (Dollars in thousands) Intangible Assets Accumulated Total Strategic pipeline contract $ 46,885 $ 17,972 $ 28,913 Assembled workforce 500 192 308 Patents 156 7 149 Total $ 47,541 $ 18,171 $ 29,370 Intangible assets consist of the following as of December 31, 2022: (Dollars in thousands) Intangible Assets Accumulated Total Strategic pipeline contract $ 46,885 $ 10,940 $ 35,945 Assembled workforce 500 117 383 Patents 110 6 104 Total $ 47,495 $ 11,063 $ 36,432 |
Schedule of Amortization Expense of Intangible Assets | The Company expects to record amortization expense of intangible assets over the next five years and thereafter as follows: Schedule of Amortization Expense of Intangible Assets (Dollars in thousands) Year 2023 (remainder of the year) $ 2,371 2024 9,485 2025 9,485 2026 7,905 2027 7 Thereafter 117 Total $ 29,370 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following (Dollars in thousands): Schedule of Debt Maturity Date Interest Rate September 30, December 31, Convertible Note July 25, 2024 * 18 % $ 10,796 $ 12,254 Less: discount from issuance of warrants - 475 Less: debt issuance costs - 42 Total convertible notes, net of discount and issuance costs $ 10,796 $ 11,737 * Default interest was waived on March 10, 2023 |
Schedule of Changes in Level 3 Financial Liabilities Carried at Fair Value | Schedule of Changes in Level 3 Financial Liabilities Carried at Fair Value (in thousands) Balance, July 19, 2022 (date of Addendum of convertible notes) $ 14,610 Conversions of debt (1,100 ) Total revaluation loss 597 Balance, September 13, 2022 14,107 Total revaluation gains (1,853 ) Balance, December 31, 2022 $ 12,254 Conversions of debt (January 2023- March 2023) (1,394 ) Total revaluation gains (474 ) Balance March 31, 2023 $ 10,386 Total revaluation loss 554 Balance, May 11, 2023 10,940 Conversions of Debt (May 11, 2023-June 30, 2023) (400 ) Total revaluation loss 170 Balance June 30, 2023 $ 10,710 Financial liabilities, Beginning balance $ 10,710 Conversions of Debt (July 1, 2023- September 30, 2023) (650 ) Total revaluation losses 736 Total revaluation (gains) losses 736 Balance September 30, 2023 $ 10,796 Financial liabilities, Ending balance $ 10,796 |
Schedule of Promissory Notes | Schedule of Promissory Notes (Dollars in thousands) Maturity Dates Interest Rate September 30, Promissory note issuances November 3 & 10, 2023 15 % $ 900 Less: principal promissory note repayment (900 ) Total promissory note outstanding as of September 30, 2023 $ - |
Schedule of Financing Debt | NYDIG Financing Schedule of Financing Debt (Dollars in thousands) Maturity Dates Interest Rate September 30, December 31, NYDIG Loans #1-11 April 25, 2023 thru January 25, 2027 12% thru 15 % $ 10,546 $ 14,387 Less: principal payments — 3,841 Less: repossession of collateralized assets 2,575 - Total outstanding debt $ 7,971 $ 10,546 * Due to event of default- the entire NYDIG Financing became current, see note below. |
Schedule of Navitas Term Loan | Navitas Term Loan Schedule of Navitas Term Loan (Dollars in thousands) Maturity Dates Interest Rate September 30, Term Loan and capitalized interest May 9, 2025 15 % $ 2,173 Less: principal payments - Less: debt issuance costs 40 Total outstanding debt 2,133 Less: current portion of debt 1,083 Total Long term debt $ 1,050 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Future Issuance | The Company had reserved common shares for future issuance as follows as of September 30, 2023: Schedule of Reserved Shares of Common Stock for Future Issuance Stock options outstanding (1) 52,392 Restricted stock units outstanding 11,907 Warrants outstanding (1) 1,230,130 Common stock available for future equity awards or issuance of options (1) 412,337 Number of common shares reserved 1,706,766 (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Lease Expense Recognized on Straight-line Basis Over Lease Term | Lease expense for these leases is recognized on a straight-line basis over the lease term. For the three and nine months ended September 30, 2023 and 2022, total lease costs are comprised of the following: Summary of Lease Expense Recognized on Straight-line Basis Over Lease Term 2023 2022 2023 2022 (Dollars in thousands) Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating lease cost $ 61 $ 51 $ 177 $ 151 Short-term lease cost — — — — Total net lease cost $ 61 $ 51 $ 177 $ 151 |
Schedule of Other Information Related to Leases | Other information related to leases was as follows: Schedule of Other Information Related to Leases (Dollars in thousands, except lease term and discount rate) Nine Months Ended Weighted Average Remaining Lease Term (in years): Operating leases 4.32 Weighted Average Discount Rate: Operating leases 7.99 % Nine Months Ended Nine Months Ended Supplemental Cash Flows Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 172 $ 148 Non-Cash Activity Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 403 $ 20 |
Schedule of Maturity of Operating Lease Liabilities | Maturities of noncancellable operating lease liabilities are as follows for the quarter ending September 30: Schedule of Maturity of Operating Lease Liabilities (Dollars in thousands) 2023 2023 (remainder of year) $ 61 2024 247 2025 79 2026 29 2027 29 Thereafter 145 Total lease payments 590 Less: imputed interest (102 ) Total lease obligations 488 Less: current obligations 215 Long-term lease obligations $ 273 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | Set forth below are the results of the discontinued operations: Schedule of Discontinued Operations (Dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Product revenue $ - $ - $ - $ 1,799 Cost of sales - - - 728 Research and development - - - 398 General and administrative expenses - - - 573 Other income - - - - (Loss) income from discontinued operations before gain on disposal and income taxes - - - 100 Pretax gain on sale of MTI Instruments - (21 ) - 7,581 Deferred tax benefit - - - 70 Net income from discontinued operations $ - $ (21 ) $ - $ 7,751 |
Schedule of Gain on Sale | The following table presents the gain associated with the Sale that was reported within the 2022 Annual Report. (Dollars in thousands) Schedule of Gain on Sale As of April 11, 2022 Consideration received $ 10,750 Plus: closing cash 1 Less: transaction costs (908 ) Less: closing indebtedness (483 ) Plus: new working capital adjustments 19 Adjusted consideration received 9,379 Cash 1 Accounts receivable, net 1,119 Inventories 888 Prepaid expense and other current assets 42 Operating lease right-of-use assets 579 Deferred tax assets 171 Property, plant and equipment, net 76 Total assets 2,876 Accounts payable 122 Accrued liabilities 547 Operating lease liability 579 Total liabilities 1,248 Net assets transferred 1,628 Gain on sale $ 7,751 |
PROJECT MARIE (Tables)
PROJECT MARIE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Project Marie | |
Schedule of Results of Project Marie | Set forth below are the results of Project Marie: Schedule of Results of Project Marie (Dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cryptocurrency mining revenue $ - $ 1,993 $ 769 $ 8,538 Data hosting revenue - 984 276 3,666 Total revenue - 2,977 1,045 12,204 Operating costs: Cost of cryptocurrency mining revenue, exclusive of depreciation - 1,723 801 4,605 Cost of revenue- depreciation 5 2,308 136 6,775 Data hosting (income) costs - 1,078 205 3,192 General and administrative expense 48 162 367 409 Impairment on fixed assets - - 43 - Interest expense 406 424 1,097 1,269 Loss on sale of fixed assets 344 - 332 1,618 Net loss before income taxes $ (803 ) $ (2,718 ) $ (1,936 ) $ (5,664 ) |
VARIABLE INTEREST ENTITY (Table
VARIABLE INTEREST ENTITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
DVSL ComputeCo, LLC [Member] | |
Schedule of Variable Interest Entities of Assets and Liabilities | The carrying amount of the VIE’s assets and liabilities was as follows for DVSL: Schedule of Variable Interest Entities of Assets and Liabilities (Dollars in thousands) September 30, 2023 December 31, 2022 Current assets: Cash and restricted cash $ 894 $ 15 Accounts receivable 944 - Related party receivable 2,000 - Other receivable- current 152 247 Due to- intercompany 154 - Total current assets 2,144 262 Other assets- long term 2,172 - Property, plant, and equipment 14,027 13,673 Total assets $ 18,343 $ 13,935 Current liabilities: Due from – intercompany $ - $ 241 Accounts payable 360 - Accrued expense 332 - Current portion of debt 1,083 - Total current liabilities 692 241 Other long term liabilities 1,190 - Long-term portion of debt 1,050 - Total liabilities $ 1,882 $ 241 |
Soluna DV Devco, LLC [Member] | |
Schedule of Variable Interest Entities of Assets and Liabilities | The carrying amount of the VIE’s assets and liabilities was as follows for DV: Schedule of Variable Interest Entities of Assets and Liabilities (Dollars in thousands) September 30, 2023 December 31, 2022 Current assets: Cash and restricted cash $ 2,629 $ - Accounts receivable 40 - Related party receivable- intercompany 639 - Total current assets 3,308 - Other assets- long term 1,625 - Property, plant, and equipment 21,975 - Total assets $ 26,908 $ - Current liabilities: Accounts payable $ 370 $ - Accrued expense 854 - Current portion of debt 1,083 - Total current liabilities 2,307 - Long-term portion of debt 1,050 - Total liabilities $ 3,357 $ - |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table details revenue and cost of revenues for the Company’s reportable segments for three and nine months ended September 30, 2023 and 2022, and reconciles to net income (loss) on the consolidated statements of operations: Schedule of Segment Reporting Information (Dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Reportable segment revenue: Cryptocurrency mining revenue $ 1,786 $ 5,387 $ 5,497 $ 20,696 Data hosting revenue 4,011 985 5,451 3,668 Total segment and consolidated revenue 5,797 6,372 10,948 24,364 Reportable segment cost of revenue: Cost of cryptocurrency mining revenue, exclusive of depreciation 1,040 4,100 4,451 11,092 Cost of data hosting revenue, exclusive of depreciation 2,150 1,078 3,181 3,192 Cost of revenue-depreciation 1,200 6,010 2,364 15,872 Total segment and consolidated cost of revenues 4,390 11,188 9,996 30,156 Reconciling items: General and administrative expenses 5,102 8,064 18,353 22,568 Impairment on fixed assets 41 28,086 418 28,836 Impairment on equity investment - 750 - 750 Interest expense 495 1,671 2,355 7,856 Loss on debt extinguishment and revaluation 769 12,317 2,350 12,317 Loss on sale of fixed assets 373 988 404 2,606 Other expense (income), net 74 (2 ) 301 (2 ) Income tax expense (benefit) from continuing operations 569 (547 ) (524 ) (1,344 ) Net loss from continuing operations (6,016 ) (56,143 ) (22,705 ) (79,379 ) Income before income tax from discontinued operations - (21 ) - 7,681 Income tax benefit from discontinued operations - - - 70 Net income from discontinued operations - (21 ) - 7,751 Net loss (6,016 ) (56,164 ) (22,705 ) (71,628 ) (Less) Net (income) loss attributable to non-controlling interest (646 ) 272 206 272 Net loss attributable to Soluna Holdings, Inc. $ (6,662 ) $ (55,892 ) $ (22,499 ) $ (71,356 ) Capital expenditures 9,639 9,249 12,534 61,867 Depreciation and amortization 3,579 8,388 9,498 22,999 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Aug. 01, 2023 | May 09, 2023 | Apr. 11, 2022 | Dec. 17, 2021 | Aug. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Mar. 10, 2023 | Feb. 23, 2023 | May 31, 2022 | Jan. 13, 2022 | Jan. 01, 2022 | ||
Net book value of collateralized assets | $ 3,400,000 | |||||||||||||||
Maximum financing amount | $ 1,000,000 | $ 1,000,000 | ||||||||||||||
Cash commitment | $ 12,100,000 | |||||||||||||||
Number of shares issued | $ 4,994,000 | $ 8,797,000 | $ 957,000 | |||||||||||||
Cash in hand | $ 1,000 | $ 1,136,000 | 5,625,000 | |||||||||||||
Working capital | $ 150,000,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Number of shares issued | [1] | |||||||||||||||
Warrant purchase | 3,400 | |||||||||||||||
Common Stock [Member] | Investor [Member] | ||||||||||||||||
Number of shares issued | $ 774,000 | |||||||||||||||
Share price | $ 7.50 | |||||||||||||||
Number of shares isued, shares | 103,183 | |||||||||||||||
Warrant purchase | 206,367 | |||||||||||||||
Navitas West Texas Investments SPV LLC [Member] | ||||||||||||||||
Related party transaction, description | As a result of the contribution, the Company owns 51% of DV and Navitas owns 49% of DV. | |||||||||||||||
Spring Lane [Member] | ||||||||||||||||
Maximum financing amount | $ 35,000,000 | |||||||||||||||
Contribution received | $ 4,800,000 | |||||||||||||||
Spring Lane [Member] | Maximum [Member] | ||||||||||||||||
Initial funding amount | $ 12,500,000 | |||||||||||||||
MTI [Member] | ||||||||||||||||
Percentage of issued and outstanding common stock | 100% | |||||||||||||||
Proceeds from sale of subsidiary | 9,400,000 | |||||||||||||||
Purchase price | 10,750,000 | |||||||||||||||
Gain (loss) on disposition of business | $ 7,800,000 | |||||||||||||||
Soluna DVSL Compute Co LLC [Member] | ||||||||||||||||
Ownership percentage | 15% | |||||||||||||||
Soluna DVSL Compute Co LLC [Member] | Spring Lane [Member] | Maximum [Member] | ||||||||||||||||
Ownership percentage | 85% | |||||||||||||||
Soluna DVSL Compute Co LLC [Member] | Spring Lane [Member] | Minimum [Member] | ||||||||||||||||
Ownership percentage | 32% | |||||||||||||||
Soluna DV Compute Co LLC [Member] | ||||||||||||||||
Ownership percentage | 51% | |||||||||||||||
Project Dorothy [Member] | Spring Lane [Member] | ||||||||||||||||
Ownership percentage | 32% | |||||||||||||||
Spring Lane [Member] | ||||||||||||||||
Ownership percentage | 67.80% | |||||||||||||||
Spring Lane [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Purchase price | $ 7,500,000 | |||||||||||||||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 11, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Reverse stock split | 1-for-25 (the “Reverse Split”). | Reverse Stock Split of the Common Stock at a ratio of 1-for-25 | Reverse Stock Split of the Common Stock at a ratio of 1-for-25 | ||
Common Stock, shares issued | 25 | 1,492,729 | 1,492,729 | 788,578 | |
Common Stock, shares outstanding | 25 | 1,451,988 | 1,451,988 | 747,837 | |
Cash and cash equivalents | $ 5,600,000 | $ 5,600,000 | $ 1,100,000 | ||
Cash and cash equivalents | $ 1,100,000 | ||||
Restricted cash | 4,400,000 | 4,400,000 | |||
Restricted cash current | 3,428,000 | 3,428,000 | 685,000 | ||
Restricted cash non current | 1,000,000 | 1,000,000 | |||
Restricted Cash Equivalents, Current | $ 0 | ||||
Depositst equipment | $ 975,000 | $ 975,000 | $ 1,175,000 | ||
Series B Preferred Stock [Member] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 187,500 | 187,500 | 187,500 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Apr. 11, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total | $ 2,024 | $ 320 | $ 1,119 |
Related Party [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total | 152 | 247 | |
Datahosting [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total | 1,688 | 53 | |
Other Receivables [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total | $ 184 | $ 20 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Financing Receivable, Past Due [Line Items] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Other long-term assets | 2,957 | 1,150 |
Employee Receivables [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Other Receivables | 111 | 120 |
Prepaid and other assets | 13 | 26 |
Other long-term assets | $ 98 | $ 94 |
Schedule of Plant And Equipment
Schedule of Plant And Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Apr. 11, 2022 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | $ 48,806 | $ 43,705 | |
Less: Accumulated depreciation | (2,868) | (1,496) | |
Property, plant and equipment | 45,938 | 42,209 | $ 76 |
Land and Land Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 1,538 | 540 | |
Buildings And Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 25,161 | 6,410 | |
Computers And Related Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 11,136 | 7,248 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 8,875 | 3,310 | |
Office Furniture And Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 23 | 22 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | $ 2,073 | $ 26,175 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Aug. 03, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 05, 2023 | Feb. 23, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||||||||
Depreciation | $ 1,200 | $ 6,000 | $ 2,387 | $ 15,888 | ||||||||
Loss on sale of equipment | $ 48 | $ 82 | ||||||||||
Proceeds from sale | 561 | $ 36 | 213 | |||||||||
Net book value of equipment | $ 513 | $ 513 | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ 476 | (769) | (12,317) | (2,350) | (12,317) | |||||||
Impairment charges | 41 | 28,086 | 418 | 28,836 | ||||||||
Equipment held for sale | 248 | 248 | $ 295 | |||||||||
M20 and M21 Miners [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Net book value of equipment | 295 | 295 | ||||||||||
Scrap And Other Equipment [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Loss on sale of equipment | $ 3 | |||||||||||
Project Sophie [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Loss on sale of equipment | 373 | $ 30 | ||||||||||
Proceeds from sale | 891 | |||||||||||
Net book value of equipment | 921 | 921 | ||||||||||
Project Marie [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Loss on sale of equipment | 92 | |||||||||||
Proceeds from sale | 320 | |||||||||||
Note receivable | 240 | |||||||||||
N Y D I G [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Loss on sale of equipment | 1,000 | 251 | 2,600 | |||||||||
Proceeds from sale | 2,350 | 2,800 | ||||||||||
Net book value of equipment | 3,300 | 3,300 | ||||||||||
Power Supply Units [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Impairment charges | 165 | |||||||||||
M31 Miners [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Impairment charges | 84 | |||||||||||
M Thirty Two Miners [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Impairment charges | $ 169 | |||||||||||
S Nine Miners [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Impairment charges | 1,200 | |||||||||||
L Three Miners [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Impairment charges | 2,000 | |||||||||||
S Nine And L Three [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Impairment charges | $ 26,800 | $ 26,800 | ||||||||||
NYDIG ABL LLC [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Value of collateralized assets repossessed | $ 3,400 | $ 3,400 | ||||||||||
Net book value of equipment | $ 251 | |||||||||||
Net book value of equipment | $ 500 |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) - USD ($) | 9 Months Ended | ||||||||
Oct. 10, 2023 | Aug. 11, 2023 | May 26, 2023 | Nov. 05, 2021 | Nov. 05, 2021 | Oct. 29, 2021 | Aug. 11, 2021 | Sep. 30, 2023 | ||
Business Acquisition [Line Items] | |||||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | $ 1,900,000 | ||||||||
Merger Shares issued | [1] | 412,337 | |||||||
Merger Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Merger Shares issued | 39,600 | 19,800 | |||||||
Merger Shares issued | 59,400 | ||||||||
Harmattan Energy Ltd [Member] | Common Stock [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued for termination consideration | 6,000 | ||||||||
Soluna Computing Inc [Member] | Harmattan Energy Ltd [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Termination consideration paid | $ 725,000 | ||||||||
Transaction fees and expenses reimbursed | $ 75,000 | ||||||||
Soluna Callisto [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Merger shares issuable description | each share of common stock of Soluna Callisto issued and outstanding immediately prior to the effective time of the merger, other than shares owned by the Company or any of our subsidiaries, was cancelled and converted into the right to receive a proportionate share of up to 2,970,000 shares (the “Merger Shares”) of the Company’s common stock payable upon the achievement of certain milestones within five years after the effective date in the merger, as set forth in the merger agreement and the schedules thereto (the “Merger Consideration”). | ||||||||
Fair value of merger consideration | $ 33,000,000 | ||||||||
Soluna Callisto [Member] | Condition One [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition description of acquired entity | Upon the Company achieving each one active MegaWatts (“Active MWs”) from the projects in which the cost requirement is satisfied, this will cause SHI to issue to HEL 792 shares for each one MW up to a maximum 150 Active MW. | ||||||||
Soluna Callisto [Member] | Condition Two [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition description of acquired entity | If, on or before June 30, 2022, SCI or Soluna Callisto directly or indirectly achieves at least 50 active MWs from one or more of three current projects as set forth in the Merger Agreement that satisfy the Cost Requirement as defined within the Merger Agreement, then the Merger Shares will be issued at an accelerated rate of 1,188 Merger Shares for each of such first 50 Active MW, such that the Merger Shares in respect of the remaining 100 Active MWs (if any) will be issued at a reduced rate of 594 Merger Shares per Active MW (see below for extension and issuance of a proportion of shares) | ||||||||
Soluna Callisto [Member] | Condition Three [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition description of acquired entity | If, by June 30, 2023, SCI or Soluna Calisto fail to achieve directly or indirectly (other than pursuant to a Portfolio Acquisition) at least 50 Active MW from Projects that satisfy the Cost Requirement, then the maximum aggregate number of Merger Shares shall be reduced from 118,800 to 59,400 (see below for extension and issuance of a proportion of shares) | ||||||||
Soluna Callisto [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issuable | 118,800 | 2,970,000 | |||||||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | $ 47,541 | $ 47,495 |
Accumulated Amortization | 18,171 | 11,063 |
Total | 29,370 | 36,432 |
Strategic Pipeline Contract [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | 46,885 | 46,885 |
Accumulated Amortization | 17,972 | 10,940 |
Total | 28,913 | 35,945 |
Assembled Workforce [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | 500 | 500 |
Accumulated Amortization | 192 | 117 |
Total | 308 | 383 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | 156 | 110 |
Accumulated Amortization | 7 | 6 |
Total | $ 149 | $ 104 |
Schedule of Amortization Expens
Schedule of Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (remainder of the year) | $ 2,371 | |
2024 | 9,485 | |
2025 | 9,485 | |
2026 | 7,905 | |
2027 | 7 | |
Thereafter | 117 | |
Total | $ 29,370 | $ 36,432 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expenses | $ 2.4 | $ 2.4 | $ 7.1 | $ 7.1 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jul. 26, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Effective income tax rate | (4.52%) | (0.96%) | 1.57% | (1.66%) | ||
Federal statutory rate | 21% | |||||
Deferred income tax benefit | $ 569 | $ 547 | $ 524 | $ 1,344 | ||
Amortization amount | 2,400 | 2,400 | 7,100 | 7,100 | ||
Deferred tax valuation allowance | 35,600 | 35,600 | $ 30,700 | |||
Strategic Pipeline Contract [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Deferred tax liability | $ 10,900 | |||||
Amortization amount | $ 547 | $ 1,600 | $ 547 | $ 1,600 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 13, 2022 |
Debt Disclosure [Abstract] | |||
Convertible Note | $ 10,796,000 | $ 12,254,000 | $ 13,006,022 |
Less: discount from issuance of warrants | 475,000 | ||
Less: debt issuance costs | 42,000 | ||
Total convertible notes, net of discount and issuance costs | $ 10,796,000 | $ 11,737,000 |
Schedule of Debt (Details) (Par
Schedule of Debt (Details) (Parenthetical) | 9 Months Ended | ||
Sep. 30, 2023 | May 09, 2023 | ||
Short-Term Debt [Line Items] | |||
Interest rate | 14% | ||
Loan And Security Agreement [Member] | Navitas Term Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Maturity date | May 09, 2025 | ||
Interest rate | 15% | 15% | |
Convertible Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Maturity date | Jul. 25, 2024 | ||
Interest rate | [1] | 18% | |
[1]Default interest was waived on March 10, 2023 |
Schedule of Changes in Level 3
Schedule of Changes in Level 3 Financial Liabilities Carried at Fair Value (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | ||
May 11, 2023 | Jun. 30, 2023 | Sep. 13, 2022 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Platform Operator, Crypto-Asset [Line Items] | ||||||
Financial liabilities, Beginning balance | $ 10,386 | $ 10,940 | $ 14,610 | $ 10,710 | $ 12,254 | $ 14,107 |
Conversions of Debt (July 1, 2023- September 30, 2023) | (400) | (1,100) | (650) | (1,394) | ||
Total revaluation (gains) losses | 554 | 170 | 597 | 736 | (474) | (1,853) |
Financial liabilities, Ending balance | $ 10,940 | $ 10,710 | $ 14,107 | $ 10,796 | $ 10,386 | $ 12,254 |
Schedule of Promissory Notes (D
Schedule of Promissory Notes (Details) - Promissory Note [Member] - USD ($) $ in Thousands | 9 Months Ended | ||
Apr. 04, 2023 | Mar. 24, 2023 | Sep. 30, 2023 | |
Short-Term Debt [Line Items] | |||
Promissory note issuances | $ 325 | $ 300 | $ 900 |
Less: principal promissory note repayment | (900) | ||
Total promissory note outstanding as of September 30, 2023 |
Schedule of Promissory Notes _2
Schedule of Promissory Notes (Details) (Parenthetical) | 9 Months Ended | |
Sep. 30, 2023 | ||
Short-Term Debt [Line Items] | ||
Promissory note maturity date | April 25, 2023 thru January 25, 2027 | [1] |
Interest rate | 14% | |
Promissory Note [Member] | ||
Short-Term Debt [Line Items] | ||
Promissory note maturity date | November 3 & 10, 2023 | |
Interest rate | 15% | |
[1]Due to event of default- the entire NYDIG Financing became current, see note below. |
Schedule of Financing Debt (Det
Schedule of Financing Debt (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 13, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |||
NYDIG Loans #1-11 | $ 10,796,000 | $ 12,254,000 | $ 13,006,022 |
Total outstanding debt | 13,000,000 | ||
N Y D I G [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
NYDIG Loans #1-11 | 10,546,000 | 14,387,000 | |
Less: principal payments | 3,841,000 | ||
Less: repossession of collateralized assets | 2,575,000 | ||
Total outstanding debt | $ 7,971,000 | $ 10,546,000 |
Schedule of Financing Debt (D_2
Schedule of Financing Debt (Details) (Parenthetical) | 9 Months Ended | |
Sep. 30, 2023 | [1] | |
Debt Disclosure [Abstract] | ||
Debt Instrument, Maturity Date, Description | April 25, 2023 thru January 25, 2027 | |
Interest rate | 12% thru 15 | |
[1]Due to event of default- the entire NYDIG Financing became current, see note below. |
Schedule of Navitas Term Loan (
Schedule of Navitas Term Loan (Details) - USD ($) | Sep. 30, 2023 | May 09, 2023 | Dec. 31, 2022 | Sep. 13, 2022 |
Short-Term Debt [Line Items] | ||||
Term Loan and capitalized interest | $ 10,796,000 | $ 12,254,000 | $ 13,006,022 | |
Navitas Term Loan [Member] | ||||
Short-Term Debt [Line Items] | ||||
Less: current portion of debt | 1,100 | |||
Navitas Term Loan [Member] | Loan And Security Agreement [Member] | ||||
Short-Term Debt [Line Items] | ||||
Term Loan and capitalized interest | 2,173,000 | $ 2,050,000 | ||
Less: principal payments | ||||
Less: debt issuance costs | 40,000 | |||
Total outstanding debt | 2,133,000 | |||
Less: current portion of debt | 1,083,000 | |||
Total Long term debt | $ 1,050,000 |
Schedule of Navitas Term Loan_2
Schedule of Navitas Term Loan (Details) (Parenthetical) | 9 Months Ended | |
Sep. 30, 2023 | May 09, 2023 | |
Short-Term Debt [Line Items] | ||
Interest rate | 14% | |
Loan And Security Agreement [Member] | Navitas Term Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | May 09, 2025 | |
Interest rate | 15% | 15% |
Debt (Details Narrative)
Debt (Details Narrative) $ / shares in Units, Integer in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||
Jul. 31, 2023 USD ($) | Jul. 13, 2023 USD ($) | Jun. 02, 2023 USD ($) | May 11, 2023 USD ($) Integer $ / shares shares | May 05, 2023 USD ($) | Apr. 04, 2023 USD ($) shares | Mar. 24, 2023 USD ($) shares | Feb. 10, 2023 USD ($) | Oct. 25, 2022 | Sep. 13, 2022 USD ($) $ / shares shares | Aug. 03, 2022 USD ($) $ / shares shares | Aug. 01, 2022 shares | Jul. 19, 2022 USD ($) $ / shares | Jan. 26, 2022 USD ($) | Jan. 14, 2022 USD ($) | Jan. 13, 2022 USD ($) $ / shares shares | Dec. 30, 2021 USD ($) | Oct. 25, 2021 USD ($) $ / shares shares | Sep. 15, 2021 USD ($) | Jan. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 14, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 09, 2023 USD ($) | Mar. 10, 2023 USD ($) $ / shares | Dec. 05, 2022 $ / shares | Nov. 30, 2022 | Jan. 12, 2022 $ / shares | Jan. 01, 2022 USD ($) | ||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Note | $ 13,006,022 | $ 10,796,000 | $ 10,796,000 | $ 10,796,000 | $ 12,254,000 | |||||||||||||||||||||||||||||||||
Debt face amount | $ 1,100,000 | |||||||||||||||||||||||||||||||||||||
Debt conversion shares issued | shares | 11,734 | |||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 93.75 | |||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 237.50 | $ 19 | $ 331.50 | |||||||||||||||||||||||||||||||||||
Percentage of outstanding shares | 4.99% | |||||||||||||||||||||||||||||||||||||
Aggregate deposit amount | 1,000,000 | |||||||||||||||||||||||||||||||||||||
Increase in principal amount | $ 520,241 | |||||||||||||||||||||||||||||||||||||
Escrow deposit description | on or before October 17, 2022, the Company (i) must deposit $1,000,000 into escrow as the Third Deposit, (ii) will not be required to make the second deposit of $1,950,000 pursuant to the Addendum and the Addendum Agreement, or redeem the first tranche of October Secured Notes. Additionally, the First Reconcile Date was extended to October 12, 2022. The Company gave notice to the Noteholders on October 10, 2022 that the Company would be conducting an equity financing. This in turn paused the commencement of (a) the Second Conversion and the Second Reconcile Date, and (b) the Third Conversion and the Third Reconcile Date, in each case, for forty-five (45) Trading Days, each as defined in the Addendum. This also had the effect of pausing the Company’s requirement to make the Third Deposit of $1,000,000 under the October Purchase Agreement as amended by the Addendum, for 45 Trading Days. The 45-day trading window opened on December 20, 2022 to allow the Noteholders to apply the 20% discount to the 5-day VWAP of the Company’s stock. | |||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||||||||||||||||||||
Extinguishment of debt | $ 12,800,000 | |||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 476,000 | (769,000) | $ (12,317,000) | (2,350,000) | $ (12,317,000) | |||||||||||||||||||||||||||||||||
New warrants issued to non-lenders | $ 892,000 | |||||||||||||||||||||||||||||||||||||
Debt, fair value | 12,300,000 | |||||||||||||||||||||||||||||||||||||
Debt principal balance outstanding | 13,000,000 | |||||||||||||||||||||||||||||||||||||
Extension fee | $ 250,000 | |||||||||||||||||||||||||||||||||||||
Percentage of principal outstanding | 1,400% | |||||||||||||||||||||||||||||||||||||
Payments for Other Fees | 250,000 | |||||||||||||||||||||||||||||||||||||
Note conversions | $ 650,000 | $ 400,000 | $ 1,394,000 | 1,099,000 | $ 1,342,000 | |||||||||||||||||||||||||||||||||
Change in exercise price | $ 370,000 | |||||||||||||||||||||||||||||||||||||
Accrued interest | 18% | |||||||||||||||||||||||||||||||||||||
Debt default, amount | $ 617,000 | |||||||||||||||||||||||||||||||||||||
Principle payment | 14% | 14% | 14% | |||||||||||||||||||||||||||||||||||
Outstanding loans | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 | |||||||||||||||||||||||||||||||||||
Outstanding interest | 810,000 | 810,000 | 810,000 | |||||||||||||||||||||||||||||||||||
Long term debt | 1,050,000 | 1,050,000 | 1,050,000 | |||||||||||||||||||||||||||||||||||
Unsecured lines of credit | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Interest rate | 0.75% | |||||||||||||||||||||||||||||||||||||
Line of credit | 1,000,000 | 1,000,000 | 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||||||
NYDIG ABL LLC [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Gain (loss) on disposition of assets | 251,000 | |||||||||||||||||||||||||||||||||||||
N Y D I G [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Note | 10,546,000 | 10,546,000 | 10,546,000 | 14,387,000 | ||||||||||||||||||||||||||||||||||
Debt principal balance outstanding | 7,971,000 | 7,971,000 | 7,971,000 | 10,546,000 | ||||||||||||||||||||||||||||||||||
Monthly principle payment | 730,000 | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 4,600,000 | $ 4,600,000 | $ 4,600,000 | |||||||||||||||||||||||||||||||||||
Soluna MCLLC [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Equity interest ownership percentage | 100% | |||||||||||||||||||||||||||||||||||||
Note Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 19 | $ 19 | $ 19 | |||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Percentage of principal outstanding | 20% | |||||||||||||||||||||||||||||||||||||
Noteholders [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | shares | 3,400 | |||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 19 | $ 19 | $ 19 | |||||||||||||||||||||||||||||||||||
Converted secured notes | $ 2,200,000 | |||||||||||||||||||||||||||||||||||||
Aggregate deposit amount | $ 950,000 | |||||||||||||||||||||||||||||||||||||
Debt maturities repayment terms | we also agreed to amend certain existing warrants to purchase up to an aggregate of: (i) 23,681 shares of our Common Stock at an exercise price of $237.50 per share and an expiration date of October 25, 2026; (ii) 40,000 shares of our Common Stock at an exercise price of $87.50 per share and with an expiration date of September 13, 2027; (iii) 40,000 shares of our Common Stock at an exercise price of $112.50 per share and with an expiration date of September 13, 2027; (iv) 40,000 shares of our Common Stock at an exercise price of $137.50 per share and with an expiration date of September 13, 2027; (v) 40,000 shares of our Common Stock at an exercise price of $7.50 per share and an expiration date of September 13, 2027; and (vi) 3,400 shares of Common Stock at an exercise price of $187.50 and an expiration date of January 14, 2025, held by the Noteholders (collectively, the “Noteholder Warrants”) so that the amended Noteholder Warrant would have an exercise price of $19.00 per share. | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | shares | 3,400 | |||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares | 20% | |||||||||||||||||||||||||||||||||||||
Note conversions | [1] | |||||||||||||||||||||||||||||||||||||
Class C Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares issued during exchange | shares | 11,841 | |||||||||||||||||||||||||||||||||||||
Common Stock Trading One [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Consecutive trading days | Integer | 10 | |||||||||||||||||||||||||||||||||||||
Convertible stock price trigger, per share | $ / shares | $ 12.50 | |||||||||||||||||||||||||||||||||||||
Trade on shares | shares | 40,000 | |||||||||||||||||||||||||||||||||||||
Common Stock Trading Two [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Consecutive trading days | Integer | 10 | |||||||||||||||||||||||||||||||||||||
Convertible stock price trigger, per share | $ / shares | $ 17.50 | |||||||||||||||||||||||||||||||||||||
Trade on shares | shares | 40,000 | |||||||||||||||||||||||||||||||||||||
Common Stock Trading Three [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Consecutive trading days | Integer | 10 | |||||||||||||||||||||||||||||||||||||
Convertible stock price trigger, per share | $ / shares | $ 22.50 | |||||||||||||||||||||||||||||||||||||
Trade on shares | shares | 40,000 | |||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Converted secured notes | $ 1,100,000 | |||||||||||||||||||||||||||||||||||||
Aggregate deposit amount | $ 1,950,000 | |||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Tranche Three [Member] | Noteholders [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 1.20 | |||||||||||||||||||||||||||||||||||||
Converted secured notes | $ / shares | $ 1 | |||||||||||||||||||||||||||||||||||||
Class D Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 87.50 | |||||||||||||||||||||||||||||||||||||
Aggregate shares | shares | 40,000 | |||||||||||||||||||||||||||||||||||||
Class E Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 112.50 | |||||||||||||||||||||||||||||||||||||
Aggregate shares | shares | 40,000 | |||||||||||||||||||||||||||||||||||||
Class F Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 137.50 | |||||||||||||||||||||||||||||||||||||
Aggregate shares | shares | 40,000 | |||||||||||||||||||||||||||||||||||||
Class G Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 187.50 | |||||||||||||||||||||||||||||||||||||
Aggregate shares | shares | 40,000 | |||||||||||||||||||||||||||||||||||||
New Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 8,600,000 | |||||||||||||||||||||||||||||||||||||
Amortized debt issuance cost | $ 892,000 | $ 0 | $ 474,000 | |||||||||||||||||||||||||||||||||||
Class A Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 12.50 | |||||||||||||||||||||||||||||||||||||
Issuance of shares - preferred offering, shares | shares | 240,000 | |||||||||||||||||||||||||||||||||||||
Class B Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 20 | |||||||||||||||||||||||||||||||||||||
Issuance of shares - preferred offering, shares | shares | 80,000 | |||||||||||||||||||||||||||||||||||||
October Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Note | 13,000,000 | |||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 7.50 | |||||||||||||||||||||||||||||||||||||
Discount issued | 8% | |||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 25, 2023 | |||||||||||||||||||||||||||||||||||||
Accrued interest rate | 18% | |||||||||||||||||||||||||||||||||||||
Debt instrument fair value | $ 14,100,000 | $ 14,100,000 | $ 14,100,000 | |||||||||||||||||||||||||||||||||||
Common Class B [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate shares | shares | 17,223 | |||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 900,000 | |||||||||||||||||||||||||||||||||||||
Debt conversion shares issued | shares | 58,673 | 53,517 | ||||||||||||||||||||||||||||||||||||
Purchase price | $ 300,000 | |||||||||||||||||||||||||||||||||||||
Principle payment | 15% | 15% | 15% | |||||||||||||||||||||||||||||||||||
Repayment of principal | $ 325,000 | $ 300,000 | $ 900,000 | |||||||||||||||||||||||||||||||||||
Unpaid interest | 10,000 | 9,000 | ||||||||||||||||||||||||||||||||||||
Interest expense, debt | $ 13,000 | $ 13,000 | $ 13,000 | $ 105,000 | $ 92,000 | |||||||||||||||||||||||||||||||||
Repayment of principal debt | $ 275,000 | $ 275,000 | $ 275,000 | |||||||||||||||||||||||||||||||||||
Navitas Term Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Long term debt, current | $ 1,100 | $ 1,100 | 1,100 | |||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Note | $ 16,300,000 | |||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | October Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | shares | 71,043 | |||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | October Warrants [Member] | Class A Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 312.50 | |||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | October Warrants [Member] | Class B Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | 375 | |||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | October Warrants [Member] | Class C Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 450 | |||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | October Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 15,000,000 | |||||||||||||||||||||||||||||||||||||
Debt conversion shares issued | shares | 71,043 | |||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 229.50 | |||||||||||||||||||||||||||||||||||||
Second Amendment [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Note | $ 13,300,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument fair value | 10,940,000 | |||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | 1,900,000 | 736,000 | 2,300,000 | |||||||||||||||||||||||||||||||||||
Loss on revaluation of Debt | 554,000 | $ 625,000 | ||||||||||||||||||||||||||||||||||||
Note conversions | 1,050,000 | |||||||||||||||||||||||||||||||||||||
Second Amendment [Member] | New Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt instrument fair value | $ 1,330,000 | |||||||||||||||||||||||||||||||||||||
Two Note Payable Agreements [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Note | $ 235,000 | |||||||||||||||||||||||||||||||||||||
Discount issued | 15% | |||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 15, 2024 | |||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 33,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument, description | The Company can prepay the note by paying the full amount owed plus an additional 20%. | |||||||||||||||||||||||||||||||||||||
Notes payable current | $ 235,000 | |||||||||||||||||||||||||||||||||||||
Prepayment debt fee, rate | 20% | |||||||||||||||||||||||||||||||||||||
Prepayment debt fee | $ 47,000 | |||||||||||||||||||||||||||||||||||||
Master Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 9,800,000 | $ 4,600,000 | ||||||||||||||||||||||||||||||||||||
Principle payment | 14% | |||||||||||||||||||||||||||||||||||||
Subordinated borrowing terms and conditions | the principal balance of $10.5 million became due immediately and the Borrower was to bear interest, at a rate per annum equal to 2.0% plus the rate per annum otherwise applicable to such obligations set forth in the Master Agreement. | |||||||||||||||||||||||||||||||||||||
Accrued interest and penalty | $ 274,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from collateralized assets | $ 3,400,000 | |||||||||||||||||||||||||||||||||||||
Master Agreement [Member] | N Y D I G [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 14,400,000 | |||||||||||||||||||||||||||||||||||||
Consent And Waiver Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 3,000,000 | |||||||||||||||||||||||||||||||||||||
Loan And Security Agreement [Member] | Navitas Term Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Note | $ 2,173,000 | $ 2,173,000 | $ 2,173,000 | $ 2,050,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | May 09, 2025 | |||||||||||||||||||||||||||||||||||||
Principle payment | 15% | 15% | 15% | 15% | ||||||||||||||||||||||||||||||||||
Interest expense, debt | $ 123,000 | |||||||||||||||||||||||||||||||||||||
Repayment of principal debt | ||||||||||||||||||||||||||||||||||||||
Long term debt | 1,100,000 | 1,100,000 | 1,100,000 | |||||||||||||||||||||||||||||||||||
Long term debt, current | $ 1,083,000 | $ 1,083,000 | $ 1,083,000 | |||||||||||||||||||||||||||||||||||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Schedule of Reserved Shares of
Schedule of Reserved Shares of Common Stock for Future Issuance (Details) | Sep. 30, 2023 shares | |
Equity [Abstract] | ||
Stock options outstanding | 52,392 | [1] |
Restricted stock units outstanding | 11,907 | |
Warrants outstanding | 1,230,130 | [1] |
Common stock available for future equity awards or issuance of options | 412,337 | [1] |
Number of common shares reserved | 1,706,766 | |
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Schedule of Reserved Shares o_2
Schedule of Reserved Shares of Common Stock for Future Issuance (Details) (Parenthetical) | 3 Months Ended | 9 Months Ended | |
Oct. 11, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Equity [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | 1-for-25 (the “Reverse Split”). | Reverse Stock Split of the Common Stock at a ratio of 1-for-25 | Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Aug. 11, 2023 | Jul. 19, 2022 | Apr. 13, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Oct. 11, 2023 | Dec. 05, 2022 | Jan. 13, 2022 | Jan. 12, 2022 | ||
Class of Stock [Line Items] | |||||||||||||||
Share purchase price | $ 4,994,000 | $ 8,797,000 | $ 957,000 | ||||||||||||
Share issued , price | $ 19 | $ 237.50 | $ 331.50 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||
Common stock voting rights | Each share of the Company’s common stock is entitled to one vote on all matters submitted to stockholders | ||||||||||||||
Common stock, shares outstanding | 1,451,988 | 747,837 | 25 | ||||||||||||
Future equity awards | [1] | 412,337 | |||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Potentially dilutive securities | 303,312 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Potentially dilutive securities | 1,230,130 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Share purchase price | [2] | ||||||||||||||
Warrants to purchase shares | 3,400 | ||||||||||||||
Potentially dilutive securities | 52,392 | 32,493 | |||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, liquidation preference | $ 25 | $ 25 | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||
Preferred stock shares sold | 3,061,245 | 3,061,245 | |||||||||||||
Preferred stock shares outstanding | 3,061,245 | 3,061,245 | |||||||||||||
Preferred Stock, participation rights | Preferences and Rights of 9.0% Series A Cumulative Perpetual Preferred Stock of the Company, dividends, when, as and if declared by the Board | ||||||||||||||
Dividends | $ 3,900,000 | ||||||||||||||
Dividends in arrears total | $ 5,200,000 | $ 1,700,000 | |||||||||||||
Dividend payable | $ 6,900,000 | ||||||||||||||
Future equity awards | 1,100,839 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, value outstanding | $ 100 | ||||||||||||||
Preferred stock shares sold | 62,500 | 62,500 | |||||||||||||
Preferred stock shares outstanding | 62,500 | 62,500 | |||||||||||||
Share issued , price | $ 0.00001 | ||||||||||||||
Shares issued for cancellation of warrants | 40,000 | ||||||||||||||
Exercise price | $ 287.50 | ||||||||||||||
Dividend payable | $ 657,000 | ||||||||||||||
Preferred stock, dividend rate, percentage | 10% | ||||||||||||||
Common stock dividend, shares | 44,000 | ||||||||||||||
Prefunded warrants dividends, shares | 70,300 | ||||||||||||||
Warrant funded amount | $ 0.19999 | ||||||||||||||
Common stock shares percentage | 4.99% | ||||||||||||||
Series B Preferred Stock [Member] | Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants to purchase shares | 40,000 | ||||||||||||||
Share issued , price | $ 250 | ||||||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock shares sold | 62,500 | ||||||||||||||
Share purchase price | $ 5,000,000 | ||||||||||||||
Share description | he shares of Series B Preferred Stock are initially convertible, subject to certain conditions, into 46,211 shares of common stock, at a price per share of $135.25 per share, a 20% premium to the closing price of the common stock on July 18, 2022, subject to adjustment as set forth in the Certificate of Designations of Preferences, Rights and Limitations for the Series B Preferred Stock (“Series B Certificate of Designations”) | ||||||||||||||
Share conversion to common stock | 46,211 | ||||||||||||||
Share price | $ 135.25 | ||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Potentially dilutive securities | 11,907 | 32,292 | |||||||||||||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Summary of Lease Expense Recogn
Summary of Lease Expense Recognized on Straight-line Basis Over Lease Term (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease cost | $ 61 | $ 51 | $ 177 | $ 151 |
Short-term lease cost | ||||
Total net lease cost | $ 61 | $ 51 | $ 177 | $ 151 |
Schedule of Other Information R
Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating leases, Weighted Average Remaining Lease Term (in years): | 4 years 3 months 25 days | |
Operating leases, Weighted Average Discount Rate | 7.99% | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 172 | $ 148 |
Non-Cash Activity Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 403 | $ 20 |
Schedule of Maturity of Operati
Schedule of Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 (remainder of year) | $ 61 | |
2024 | 247 | |
2025 | 79 | |
2026 | 29 | |
2027 | 29 | |
Total lease payments | 590 | |
Total lease obligations | 488 | |
Long-term lease obligations | $ 273 | $ 84 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
May 09, 2023 | Aug. 05, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 05, 2023 | Feb. 23, 2023 | |
Loss Contingencies [Line Items] | ||||||
Other commitments description | the Company had contributed capital expenditures for the data center. Soluna and Navitas amended and restated the Initial LLCA (the “Existing LLCA”) to reflect Navitas’ contribution of $4,500,000 and its receipt of 4,500 Membership Interests, constituting 26.5% of the outstanding Membership Interests of the Company. On June 2, 2023, Soluna and Navitas amended and restated the Existing LLCA to (a) reflect (i) Navitas’s additional capital contribution of $7,596,970 and receipt of an additional 7,597 Membership Interests, for a total of 12,097 Membership Interests and 49% ownership of the Company, and (ii) Soluna’s additional capital contribution of $1,340,000 and receipt of an additional 1,340 Membership Interests, for a total of 12,590 Membership Interests and 51% ownership of the Company, and (b) describe the respective rights and obligations of the Members and the management of the Company | Pursuant to the Dorothy Contribution Agreement, the Company committed to a capital contribution of up to approximately $26.3 million to DVSL (the “Company Commitment”), and on August 5, 2022, the Company was deemed to have contributed approximately $8.1 million, through payment of capital expenditures and development costs made on behalf of DVSL by the Company prior to August 5, 2022. Further under the Agreement, Spring Lane committed to a capital contribution of up to $12.5 million to DVSL (the “Spring Lane Dorothy Commitment”), and as of December 31, 2022, Spring Lane contributed approximately $4.8 million | The Company has a potential contingency associated with an agreement with Spring Lane of up to $250 thousand which would be reduced by a proportion of funding received from Spring Lane up to the $35.0 million aggregate contribution cap. The Company considers the probability of a payment for the contingency to be remote | |||
Litigation accrual | $ 358 | $ 358 | ||||
NYDIG ABL LLC [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Repossessed Assets | $ 3,400 | $ 3,400 | ||||
Income Tax Examination, Penalties and Interest Accrued | $ 560 | |||||
Gain (Loss) on Disposition of Assets | $ 251 | |||||
Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Remaining lease terms | 1 year | 1 year | ||||
Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Remaining lease terms | 10 years | 10 years |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 29, 2021 | Dec. 18, 2013 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Oct. 10, 2023 | May 26, 2023 | Jan. 01, 2014 | ||
Related Party Transaction [Line Items] | |||||||||||
Merger Shares issued | [1] | 412,337 | 412,337 | ||||||||
Chief Executive Officer [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Description of director owns | (i) 90% of the equity of Soluna Technologies Investment I, LLC, which owns 57.9% of HEL and (ii) 100% of the equity of MJT Park Investors, Inc., which owns 3.1% of HEL, in each case, on a fully diluted basis. Mr. Toporek does not own directly, or indirectly, any equity interest in Tera Joule, LLC, which owns 9.2% of HEL; however, as a result of his 100% ownership of Brookstone IAC, Inc., which is the manager of Tera Joule, LLC, he has dispositive power over the equity interests that Tera Joule owns in HEL | ||||||||||
Interest expense | $ 0 | $ 0 | |||||||||
Matthew E. Lipman [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Description of director owns | Tera Joule, LLC, which owns 9.2% of HEL; however, as a result of his position as a director and officer of Brookstone IAC, Inc., which is the manager of Tera Joule, LLC, he has dispositive power over the equity interests that Tera Joule owns in HEL. As a result, the approximate dollar value of the amount of Mr. Toporek’s and Mr. Lipman’s interest in the Company’s transactions with HEL for the three and nine months ended September 30, 2023 was $0 and $0 | ||||||||||
Interest expense | 0 | $ 0 | |||||||||
John Belizaire and John Bottomley [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Description of director owns | In addition, Mr. Belizaire is the beneficial owner of 1,317,567 shares of common stock of HEL and 102,380 Class Seed Preferred shares, which are convertible into 86,763 shares of common stock of HEL. These interests give Mr. Belizaire an ownership of 10.54% in HEL. Mr. Belizaire also owns an interest in HEL indirectly through his 5.0139% interest of Tera Joule, LLC’s 965,945 Class Seed Preferred shares, which are convertible into 818,596 shares of common stock of HEL. Mr. Bottomley is the beneficial owner of 96,189, or approximately 0.72%, of the outstanding shares of common stock of HEL | ||||||||||
Shares converted | 1,317,567 | ||||||||||
John Belizaire and John Bottomley [Member] | Class Seed Preferred Share [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares converted | 102,380 | ||||||||||
Merger Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Merger Shares issued | 59,400 | ||||||||||
MeOH Power, Inc. [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Company paid | $ 380,000 | ||||||||||
Share price | $ 0.07 | ||||||||||
Promissory note available to convert | $ 357,000 | $ 342,000 | |||||||||
Couch White, LLP [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Legal services | $ 1,000 | $ 1,000 | $ 1,000 | $ 2,000 | |||||||
Soluna Computing Inc [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payment of related party | $ 725,000 | ||||||||||
SCI US Holdings LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued for merger agreement | 39,600 | 19,800 | |||||||||
Merger Shares issued | 59,400 | ||||||||||
Harmattan Energy Ltd [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares converted | 86,763 | ||||||||||
Payments to acquire investments | $ 750,000 | 750,000 | |||||||||
Equity method investments writing it down | $ 0 | ||||||||||
Investment percentage | 1.79% | ||||||||||
Harmattan Energy Ltd [Member] | Common Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares converted | 818,596 | ||||||||||
Tera Joule, LLC [Memebr] | Class Seed Preferred Share [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares converted | 965,945 | ||||||||||
Mr. Bottomley [Member] | Common Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares converted | 96,189 | ||||||||||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Jun. 29, 2023 | Mar. 10, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock reserved percentage | 23.75% | 9.75% | |||
Share based compensation discribtion | Third Amended and Restated 2021 Plan will, among other things, (a) increase the number of shares of our Common Stock reserved for issuance thereunder, on a quarterly basis, to 18.75% of the shares of our Common Stock outstanding on the measurement date and (b) allow us to grant awards of shares of our 9.0% Series A Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) (with and without restrictions). Subject to certain adjustments as provided in the Third Amended and Restated 2021 Plan, the maximum aggregate number of shares of our Common Stock that may be issued under the Third Amended and Restated 2021 Plan (excluding the number of shares of our Common Stock subject to Specified Awards (as defined below)) (i) pursuant to the exercise of stock options, (ii) as unrestricted or restricted Common Stock, and (iii) in settlement of RSUs shall be limited to, beginning with the first quarter of our fiscal year ending December 31, 2023 (or January 1, 2023), 18.75% of the number of shares of our Common Stock outstanding as of the first trading day of each quarter. Subject to certain adjustments as provided in the Third Amended and Restated 2021 Plan, the maximum aggregate number of shares of our Series A Preferred Stock that may be issued under the Third Amended and Restated 2021 Plan as unrestricted or restricted Series A Preferred Stock shall equal $3,600,000 valued as of the effective date of the Third Amended and Restated 2021 Plan as determined at the lower of the closing price of our Series A Preferred Stock on Nasdaq on such date or the average of the daily volume weighted average price of our Series A Preferred Stock on Nasdaq as reported by Bloomberg L.P. for a period of five (5) consecutive trading days ending on such date. Subject to certain adjustments as provided in the Third Amended and Restated 2021 Plan, (i) shares of our Common Stock and Series A Preferred Stock, as applicable, subject to the Third Amended and Restated 2021 Plan shall include shares of our Common Stock and Series A Preferred Stock, as applicable, which revert back to the Third Amended and Restated 2021 Plan in a prior quarter or fiscal year, as applicable, pursuant to the paragraph below, and (ii) the number of shares of our Common Stock and Series A Preferred Stock, as applicable, that may be issued under the Third Amended and Restated 2021 Plan may never be less than the number of shares of our Common Stock and Series A Preferred Stock, as applicable, that are then outstanding under (or available to settle existing) 2021 Plan Award grants. For purposes of the Third Amended and Restated 2021 Plan, “Specified Awards” means (i) 2021 Plan Awards issued to Eligible Persons who are not employed or engaged by us or any of our subsidiaries as of the last day of any fiscal quarter, commencing with the fiscal quarter ending March 31, 2023, and (ii) 2021 Plan Awards that have a grant date at least three (3) years prior to the last day of any fiscal quarter, commencing with the fiscal quarter ending March 31, 2023. The exclusion of Specified Awards from the determination of the maximum aggregate number of shares of our Common Stock available for issuance under the Third Amended and Restated 2021 Plan could have material effect on the number of shares of our Common Stock available for issuance thereunder and could have a material dilutive effect on our stockholders | ||||
Weighted average grant date fair value | $ 81.50 | $ 229.75 | |||
Common stock subject to vest | 2,730 | 12,260 | |||
Plan modification description | 25% | 37% vesting 12 months from the date of the grant, 33% vesting 24 months from the date of the grant, and 30% vesting 36 months from the date of the grant, in each case subject to the reporting person remaining in the service of the Company on each such vesting date | |||
Restricted Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock subject to vest | 7,800 | ||||
Plan modification description | 25% of such restricted stock units shall vest on the first anniversary, and the remaining shares shall vest ratably over the succeeding 36-month period, with (1/36) of such vesting on the last day of each such calendar month. 1,860 shares of common stock are performance-based awards that will vest in the following year in January 2023 based on approval of the Board based on achievement of key performance objectives | ||||
2021 Stock Plan [Member] | Restricted Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Issuance of shares - preferred offering, shares | 2,730 | 20,000 | 21,938 | ||
Price per share on date of grant | $ 7.465 | ||||
2021 Stock Plan [Member] | Restricted Stock [Member] | Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average grant date fair value | $ 45 | $ 45 | |||
2021 Stock Plan [Member] | Restricted Stock [Member] | Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average grant date fair value | $ 107.50 | $ 271.25 | |||
Common Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Granted shares | 1,460,191 |
Schedule of Discontinued Operat
Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Product revenue | $ 1,799 | |||
Cost of sales | 728 | |||
Research and development | 398 | |||
General and administrative expenses | 573 | |||
Other income | ||||
(Loss) income from discontinued operations before gain on disposal and income taxes | 100 | |||
Pretax gain on sale of MTI Instruments | (21) | 7,581 | ||
Deferred tax benefit | 70 | |||
Net income from discontinued operations | $ (21) | $ 7,751 |
Schedule of Gain on Sale (Detai
Schedule of Gain on Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Apr. 11, 2022 |
Discontinued Operations and Disposal Groups [Abstract] | |||
Consideration received | $ 10,750 | ||
Plus: closing cash | 1 | ||
Less: transaction costs | (908) | ||
Less: closing indebtedness | (483) | ||
Plus: new working capital adjustments | 19 | ||
Adjusted consideration received | 9,379 | ||
Cash | $ 5,625 | $ 1,136 | 1 |
Accounts receivable, net | 2,024 | 320 | 1,119 |
Inventories | 888 | ||
Prepaid expense and other current assets | 1,593 | 1,107 | 42 |
Operating lease right-of-use assets | 483 | 233 | 579 |
Deferred tax assets | 171 | ||
Property, plant and equipment, net | 45,938 | 42,209 | 76 |
Total Assets | 94,087 | 84,961 | 2,876 |
Accounts payable | 3,005 | 3,548 | 122 |
Accrued liabilities | 4,447 | 2,721 | 547 |
Operating lease liability | 215 | 161 | 579 |
Total Liabilities | $ 38,698 | $ 38,689 | 1,248 |
Net assets transferred | 1,628 | ||
Gain on sale | $ 7,751 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 11, 2022 | Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||||
Loss on debt extinguishment and revaluation, net | $ 476 | $ (769) | $ (12,317) | $ (2,350) | $ (12,317) | ||
Instrument purchase price | $ 10,750 | ||||||
MTI Instruments [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Stock purchase agreement | $ 9,000 | ||||||
Loss on debt extinguishment and revaluation, net | $ 7,500 |
Schedule of Results of Project
Schedule of Results of Project Marie (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Short-Term Debt [Line Items] | ||||
Total revenue | $ 5,797 | $ 6,372 | $ 10,948 | $ 24,364 |
Operating costs: | ||||
General and administrative expense | 5,102 | 8,064 | 18,353 | 22,568 |
Impairment on fixed assets | 41 | 28,086 | 418 | 28,836 |
Interest expense | (495) | (1,671) | (2,355) | (7,856) |
Loss on sale of fixed assets | (373) | (988) | (404) | (2,606) |
Net loss before income taxes | (21) | 7,681 | ||
Cryptocurrency Mining Revenue [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total revenue | 1,786 | 5,387 | 5,497 | 20,696 |
Data Hosting Revenue [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total revenue | 4,011 | 985 | 5,451 | 3,668 |
Project Marie [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total revenue | 2,977 | 1,045 | 12,204 | |
Operating costs: | ||||
Cost of cryptocurrency mining revenue, exclusive of depreciation | 1,723 | 801 | 4,605 | |
Cost of revenue- depreciation | 5 | 2,308 | 136 | 6,775 |
Data hosting (income) costs | 1,078 | 205 | 3,192 | |
General and administrative expense | 48 | 162 | 367 | 409 |
Impairment on fixed assets | 43 | |||
Interest expense | 406 | 424 | 1,097 | 1,269 |
Loss on sale of fixed assets | 344 | 332 | 1,618 | |
Net loss before income taxes | (803) | (2,718) | (1,936) | (5,664) |
Project Marie [Member] | Cryptocurrency Mining Revenue [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total revenue | 1,993 | 769 | 8,538 | |
Project Marie [Member] | Data Hosting Revenue [Member] | ||||
Short-Term Debt [Line Items] | ||||
Total revenue | $ 984 | $ 276 | $ 3,666 |
PROJECT MARIE (Details Narrativ
PROJECT MARIE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 05, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Feb. 23, 2023 | Sep. 13, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Convertible Note | $ 10,796,000 | $ 12,254,000 | $ 13,006,022 | ||
Legal fees | 560,000 | ||||
Master Equipment Finance Agreement [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Value of collateralized assets repossessed | $ 3,400,000 | ||||
Project Marie [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Net book value | 3,400,000 | ||||
Net book value | $ 251,000 | 251,000 | |||
Debt outstanding | 8,000,000 | ||||
Payments for legal settlements | $ 3,400,000 | ||||
Accrued interest and penalty | $ 810,000 | 274,000 | |||
Investors [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Convertible Note | $ 10,500,000 | ||||
Debt rate | 2% | ||||
Market value | $ 2,400,000 |
Schedule of Variable Interest E
Schedule of Variable Interest Entities of Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Apr. 11, 2022 |
Current assets: | ||||
Cash and restricted cash | $ 1,100 | |||
Total Current Assets | $ 14,339 | $ 4,937 | ||
Property, plant, and equipment | 45,938 | 42,209 | $ 76 | |
Total Assets | 94,087 | 84,961 | 2,876 | |
Current liabilities: | ||||
Accounts payable | 3,005 | 3,548 | 122 | |
Accrued expense | 4,447 | 2,721 | 547 | |
Total Current Liabilities | 27,516 | 29,516 | ||
Total Liabilities | 38,698 | 38,689 | $ 1,248 | |
Variable Interest Entity, Primary Beneficiary [Member] | DVSL ComputeCo, LLC [Member] | ||||
Current assets: | ||||
Cash and restricted cash | 894 | 15 | ||
Accounts receivable | 944 | |||
Related party receivable- intercompany | 2,000 | |||
Other receivable- current | 152 | 247 | ||
Due to- intercompany | 154 | |||
Total Current Assets | 2,144 | 262 | ||
Other assets- long term | 2,172 | |||
Property, plant, and equipment | 14,027 | 13,673 | ||
Total Assets | 18,343 | 13,935 | ||
Current liabilities: | ||||
Due from – intercompany | 241 | |||
Accounts payable | 360 | |||
Accrued expense | 332 | |||
Current portion of debt | 1,083 | |||
Total Current Liabilities | 692 | 241 | ||
Other long term liabilities | 1,190 | |||
Long-term portion of debt | 1,050 | |||
Total Liabilities | 1,882 | 241 | ||
Variable Interest Entity, Primary Beneficiary [Member] | Soluna DV Devco, LLC [Member] | ||||
Current assets: | ||||
Cash and restricted cash | 2,629 | |||
Accounts receivable | 40 | |||
Related party receivable- intercompany | 639 | |||
Total Current Assets | 3,308 | |||
Other assets- long term | 1,625 | |||
Property, plant, and equipment | 21,975 | |||
Total Assets | 26,908 | |||
Current liabilities: | ||||
Accounts payable | 370 | |||
Accrued expense | 854 | |||
Current portion of debt | 1,083 | |||
Total Current Liabilities | 2,307 | |||
Long-term portion of debt | 1,050 | |||
Total Liabilities | $ 3,357 |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details Narrative) - USD ($) | 9 Months Ended | ||||||
May 09, 2023 | Mar. 10, 2023 | Aug. 05, 2022 | May 03, 2022 | Sep. 30, 2023 | Jan. 02, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Other commitments, description | the Company had contributed capital expenditures for the data center. Soluna and Navitas amended and restated the Initial LLCA (the “Existing LLCA”) to reflect Navitas’ contribution of $4,500,000 and its receipt of 4,500 Membership Interests, constituting 26.5% of the outstanding Membership Interests of the Company. On June 2, 2023, Soluna and Navitas amended and restated the Existing LLCA to (a) reflect (i) Navitas’s additional capital contribution of $7,596,970 and receipt of an additional 7,597 Membership Interests, for a total of 12,097 Membership Interests and 49% ownership of the Company, and (ii) Soluna’s additional capital contribution of $1,340,000 and receipt of an additional 1,340 Membership Interests, for a total of 12,590 Membership Interests and 51% ownership of the Company, and (b) describe the respective rights and obligations of the Members and the management of the Company | Pursuant to the Dorothy Contribution Agreement, the Company committed to a capital contribution of up to approximately $26.3 million to DVSL (the “Company Commitment”), and on August 5, 2022, the Company was deemed to have contributed approximately $8.1 million, through payment of capital expenditures and development costs made on behalf of DVSL by the Company prior to August 5, 2022. Further under the Agreement, Spring Lane committed to a capital contribution of up to $12.5 million to DVSL (the “Spring Lane Dorothy Commitment”), and as of December 31, 2022, Spring Lane contributed approximately $4.8 million | The Company has a potential contingency associated with an agreement with Spring Lane of up to $250 thousand which would be reduced by a proportion of funding received from Spring Lane up to the $35.0 million aggregate contribution cap. The Company considers the probability of a payment for the contingency to be remote | ||||
Capital expenditure | $ 8,100,000 | ||||||
Debt instrument percentage | 14% | ||||||
Purchase and Sale Agreement [Member] | Parent Company [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Issuance of shares - preferred offering, shares | 6,790,537 | ||||||
Spring Lane [Member] | Purchase and Sale Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Purchase price | $ 7,500,000 | ||||||
Issuance of shares - preferred offering, shares | 39,791,988 | ||||||
Purchase price | $ 5,770,065 | ||||||
Spring Lane [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership percentage | 67.80% | ||||||
Spring Lane [Member] | Purchase and Sale Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership percentage | 85.40% | ||||||
Soluna DVSL ComputeCo, LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership percentage | 32.20% | ||||||
Debt instrument percentage | 14.60% | 67.80% | |||||
Soluna DV Devco, LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership percentage | 100% | ||||||
Parent [Member] | Purchase and Sale Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership percentage | 14.60% | ||||||
Dorothy Phase 1 A Facility [Member] | Purchase and Sale Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership percentage | 67.80% | ||||||
Equity method investment description | After Spring Lane Capital realizes an 18% Internal Rate of Return hurdle on its investments, the Company retains the right to 50% of the profits on Soluna DVSL ComputeCo. In connection with the Spring Lane transactions and agreements, Soluna DV Services, LLC. will be providing the operations and maintenance services to Soluna DVSL ComputeCo, LLC. Soluna DV Services, LLC expects to receive a margin of 20% for services rendered | ||||||
Maximum [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Capital contribution | $ 26,300,000 | ||||||
Minimum [Member] | Spring Lane [Member] | Purchase and Sale Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Purchase price | $ 7,500,000 | ||||||
Spring Lane [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Initial funding for project | $ 35,000,000 | ||||||
Capital contribution | $ 4,800,000 |
Schedule of Segment Reporting I
Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jan. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue from External Customer [Line Items] | ||||||||||
Total segment and consolidated revenue | $ 5,797 | $ 6,372 | $ 10,948 | $ 24,364 | ||||||
Total segment and consolidated cost of revenues | 4,390 | 11,188 | 9,996 | 30,156 | ||||||
Cost of data hosting revenue, exclusive of depreciation | 2,150 | 1,078 | 3,181 | 3,192 | ||||||
General and administrative expenses | 2,723 | 5,686 | 11,219 | 15,441 | ||||||
Impairment on equity investment | 750 | 750 | ||||||||
Interest expense | (495) | (1,671) | (2,355) | (7,856) | ||||||
Loss on debt extinguishment and revaluation, net | $ 476 | (769) | (12,317) | (2,350) | (12,317) | |||||
Loss on sale of fixed assets | (373) | (988) | (404) | (2,606) | ||||||
Income tax expense (benefit) from continuing operations | (569) | 547 | 524 | 1,344 | ||||||
Net loss from continuing operations | (22,705) | (79,379) | ||||||||
Income tax benefit from discontinued operations | 70 | |||||||||
Net income from discontinued operations | (21) | 7,751 | ||||||||
Net loss | (6,016) | $ (9,257) | $ (7,432) | $ (27,468) | (56,164) | $ (6,557) | $ (8,906) | (22,705) | (71,628) | |
(Less) Net (income) loss attributable to non-controlling interest | (646) | 272 | 206 | 272 | ||||||
Net loss attributable to Soluna Holdings, Inc. | (6,662) | (55,892) | (22,499) | (71,356) | ||||||
Depreciation and amortization | 2,379 | 2,378 | 7,134 | 7,127 | ||||||
Reportable Subsegments [Member] | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Total segment and consolidated revenue | 5,797 | 6,372 | 10,948 | 24,364 | ||||||
Total segment and consolidated cost of revenues | 4,390 | 11,188 | 9,996 | 30,156 | ||||||
General and administrative expenses | 5,102 | 8,064 | 18,353 | 22,568 | ||||||
Impairment on fixed assets | 41 | 28,086 | 418 | 28,836 | ||||||
Interest expense | 495 | 1,671 | 2,355 | 7,856 | ||||||
Loss on debt extinguishment and revaluation, net | 769 | 12,317 | 2,350 | 12,317 | ||||||
Loss on sale of fixed assets | 373 | 988 | 404 | 2,606 | ||||||
Other expense (income), net | 74 | (2) | 301 | (2) | ||||||
Income tax expense (benefit) from continuing operations | 569 | (547) | (524) | (1,344) | ||||||
Net loss from continuing operations | (6,016) | (56,143) | (22,705) | (79,379) | ||||||
Income before income tax from discontinued operations | (21) | 7,681 | ||||||||
Income tax benefit from discontinued operations | 70 | |||||||||
Net income from discontinued operations | (21) | 7,751 | ||||||||
Net loss | (6,016) | (56,164) | (22,705) | (71,628) | ||||||
(Less) Net (income) loss attributable to non-controlling interest | (646) | 272 | 206 | 272 | ||||||
Net loss attributable to Soluna Holdings, Inc. | (6,662) | (55,892) | (22,499) | (71,356) | ||||||
Capital expenditures | 9,639 | 9,249 | 12,534 | 61,867 | ||||||
Depreciation and amortization | 3,579 | 8,388 | 9,498 | 22,999 | ||||||
Cryptocurrency Revenue [Member] | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Total segment and consolidated revenue | 1,786 | 5,387 | 5,497 | 20,696 | ||||||
Total segment and consolidated cost of revenues | 1,040 | 4,100 | 4,451 | 11,092 | ||||||
Data Hosting Revenue [Member] | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Total segment and consolidated revenue | 4,011 | 985 | 5,451 | 3,668 | ||||||
Total segment and consolidated cost of revenues | $ 1,200 | $ 6,010 | $ 2,364 | $ 15,872 |
Segment Information (Details Na
Segment Information (Details Narrative) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Project Edith [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 0% | 4% | 0% | 6% |
Project Marie [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 0% | 37% | 14% | 41% |
Project Sophie [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 3% | 59% | 54% | 53% |
Customers [Member] | Project Dorothy [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 75% | 0% | 32% | 0% |
Customers [Member] | Project Dorothy [Member] | Three Months [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 97% | 0% | ||
Customers [Member] | Project Marie [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 0% | 100% | 5% | 100% |
Customers [Member] | Project Sophie [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 25% | 0% | 31% | 0% |
Customers [Member] | Hosting Revenue from Project Dorothy [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 64% | 0% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Oct. 13, 2023 | Oct. 11, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Reverse Stock Split | 1-for-25 (the “Reverse Split”). | Reverse Stock Split of the Common Stock at a ratio of 1-for-25 | Reverse Stock Split of the Common Stock at a ratio of 1-for-25 | ||
Common stock, shares issued | 25 | 1,492,729 | 1,492,729 | 788,578 | |
Common stock, shares outstanding | 25 | 1,451,988 | 1,451,988 | 747,837 | |
Series B Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 187,500 | 187,500 | 187,500 | ||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Reverse Stock Split | with a ratio of 1-for-25 | ||||
Common stock, shares issued | 25 | ||||
Common stock, shares outstanding | 25 | ||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Preferred stock, par value | $ 0.0001 | ||||
Preferred stock, shares authorized | 187,500 |