Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 28, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 5,009,308 | ||
Entity Common Stock, Shares Outstanding | 2,841,490 | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s Proxy Statement for its 2024 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false | ||
Auditor Firm ID | 1195 | ||
Auditor Name | UHY LLP | ||
Auditor Location | Albany, New York | ||
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 $0.001 per share | ||
Trading Symbol | SLNHP | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current Assets: | |||
Cash | $ 6,368 | $ 1,136 | |
Restricted cash | 2,999 | 685 | |
Accounts receivable | 2,948 | 320 | |
Notes receivable | 446 | 219 | |
Prepaid expenses and other current assets | 1,416 | 1,107 | |
Equipment held for sale | 107 | 295 | |
Total Current Assets | 14,284 | 3,762 | |
Restricted cash, noncurrent | 1,000 | ||
Other assets | 2,954 | 1,150 | |
Deposits and credits on equipment | 1,028 | 1,175 | |
Property, plant and equipment, net | 44,572 | 42,209 | |
Intangible assets, net | 27,007 | 36,432 | |
Operating lease right-of-use assets | 431 | 233 | |
Total Assets | 91,276 | 84,961 | |
Current Liabilities: | |||
Accounts payable | 2,099 | 3,548 | |
Accrued liabilities | 4,906 | 2,721 | |
Line of credit | 350 | ||
Convertible notes payable | 8,474 | 11,737 | |
Current portion of debt | 10,864 | 10,546 | |
Income tax payable | 24 | ||
Deferred revenue | 453 | ||
Customer deposits-current | 1,588 | ||
Operating lease liability | 220 | 161 | |
Total Current Liabilities | 28,175 | 29,516 | |
Other liabilities | 499 | 203 | |
Customer deposits- long-term | 1,248 | ||
Operating lease liability | 216 | 84 | |
Deferred tax liability, net | 7,779 | 8,886 | |
Total Liabilities | 37,917 | 38,689 | |
Commitments and Contingencies (Note 14) | |||
Stockholders’ Equity: | |||
Common stock, par value $0.001 per share, authorized 75,000,000; 2,546,361 shares issued and 2,505,620 shares outstanding as of December 31, 2023 and 788,578 shares issued and 747,837 shares outstanding as of December 31, 2022 | [1] | 3 | 1 |
Additional paid-in capital | 291,276 | 277,429 | |
Accumulated deficit | (250,970) | (221,769) | |
Common stock in treasury, at cost, 40,741 shares at December 31, 2023 and December 31, 2022 | [1] | (13,798) | (13,798) |
Total Soluna Holdings, Inc. Stockholders’ Equity | 26,514 | 41,866 | |
Non-Controlling Interest | 26,845 | 4,406 | |
Total Stockholders’ Equity | 53,359 | 46,272 | |
Total Liabilities and Stockholders’ Equity | 91,276 | 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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 75,000,000 | 75,000,000 |
Common Stock, shares issued | 2,546,361 | 788,578 |
Common Stock, shares outstanding | 2,505,620 | 747,837 |
Treasury stock, shares | 40,741 | 40,741 |
Series A Preferred Stock [Member] | ||
Preferred stock, cumulative percentage | 9% | 9% |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation preference | $ 25 | $ 25 |
Preferred stock, shares authorized | 6,040,000 | 6,040,000 |
Preferred Stock, shares issued | 3,061,245 | 3,061,245 |
Preferred Stock, shares outstanding | 3,061,245 | 3,061,245 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 187,500 | 187,500 |
Preferred Stock, shares issued | 62,500 | 62,500 |
Preferred Stock, shares outstanding | 62,500 | 62,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Total revenue | $ 21,066 | $ 28,547 | |
Operating costs: | |||
Costs of revenue-depreciation | 3,863 | 18,708 | |
Total costs of revenue | 15,829 | 36,506 | |
Operating expenses: | |||
General and administrative expenses, exclusive of depreciation and amortization | 15,390 | 19,203 | |
Depreciation and amortization associated with general and administrative expenses | 9,513 | 9,506 | |
Total general and administrative expenses | 24,903 | 28,709 | |
Impairment on equity investment | 750 | ||
Impairment on fixed assets | 575 | 47,372 | |
Operating loss | (20,241) | (84,790) | |
Interest expense | (2,748) | (8,375) | |
Loss on debt extinguishment and revaluation, net | (3,904) | (11,130) | |
Loss on sale of fixed assets | (398) | (4,089) | |
Other (expense) income, net | (1,479) | 22 | |
Loss before income taxes from continuing operations | (28,770) | (108,362) | |
Income tax benefit from continuing operations | 1,067 | 1,346 | |
Net loss from continuing operations | (27,703) | (107,016) | |
Income before income taxes from discontinued operations (including gain on sale of MTI Instruments of $7,751 for year ended December 31, 2022) | 7,851 | ||
Income tax benefit from discontinued operations | 70 | ||
Net income from discontinued operations | 7,921 | ||
Net loss | (27,703) | (99,095) | |
(Less) Net income (loss) attributable to non-controlling interest | 1,498 | (380) | |
Net loss attributable to Soluna Holdings, Inc. | $ (29,201) | $ (98,715) | |
Basic and Diluted (loss) earnings per common share (1): | |||
Net loss from continuing operations per share Basic | [1] | $ (27.79) | $ (187.63) |
Net loss from continuing operations per share Diluted | [1] | (27.79) | (187.63) |
Net income from discontinued operations per share Basic | [1] | 13.22 | |
Net income from discontinued operations per share Diluted | [1] | 13.22 | |
Basic loss per share | [1] | (27.79) | (174.41) |
Diluted loss per share | [1] | $ (27.79) | $ (174.41) |
Weighted average shares outstanding Basic | [1] | 1,313,718 | 599,301 |
Weighted average shares outstanding Diluted | [1] | 1,313,718 | 599,301 |
Cryptocurrency Mining Revenue [Member] | |||
Total revenue | $ 10,602 | $ 24,409 | |
Operating costs: | |||
Cost of data hosting revenue, exclusive of depreciation | 6,365 | 14,226 | |
Data Hosting Revenue [Member] | |||
Total revenue | 10,196 | 4,138 | |
Operating costs: | |||
Cost of data hosting revenue, exclusive of depreciation | 5,601 | 3,572 | |
Demand Response Services [Member] | |||
Total revenue | $ 268 | ||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 13, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Gain on sale of instruments | $ 7,751 | |
Reverse stock split | 1-for-25 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Series A Preferred Stock [Member] Preferred Stock [Member] | Series B Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | [1] | Retained Earnings [Member] | Treasury Stock, Common [Member] | Noncontrolling Interest [Member] | Total | |||
Balance at Dec. 31, 2021 | $ 1,000 | $ 1,000 | [1] | $ 227,804,000 | $ (123,054,000) | $ (13,764,000) | $ 90,988,000 | |||||
Balance, shares at Dec. 31, 2021 | 1,252,299 | 590,851 | [1] | 40,620 | [1] | |||||||
Net (loss) income | [1] | (98,715,000) | (380,000) | (99,095,000) | ||||||||
Preferred dividends distribution-Series A | [1] | (3,852,000) | (3,852,000) | |||||||||
Preferred dividends-Series B | [1] | (236,000) | (236,000) | |||||||||
Stock-based compensation | [1] | 3,857,000 | 3,857,000 | |||||||||
Issuance of shares – preferred offering | $ 1,000 | [1] | 9,750,000 | 9,751,000 | ||||||||
Issuance of shares - preferred offering, shares | 666,089 | |||||||||||
Issuance of shares – common offering | [1] | 1,583,000 | 1,583,000 | |||||||||
Issuance of shares - common offering, shares | [1] | 55,556 | ||||||||||
Issuance of shares – securities purchase offering | [1] | 769,000 | 769,000 | |||||||||
Issuance of shares - Securities Purchase offering, shares | [1] | 45,000 | ||||||||||
Restricted stock units vested | [1] | |||||||||||
Restricted stock units vested, shares | [1] | 1,983 | ||||||||||
Issuance of shares – warrant exercises | [1] | 779,000 | 779,000 | |||||||||
Issuance of shares - warrant exercises, shares | [1] | 3,780 | ||||||||||
Issuance of shares- Notes conversion | [1] | 3,295,000 | 3,295,000 | |||||||||
Issuance of shares- Notes conversion, shares | [1] | 41,304 | ||||||||||
Issuance of shares -Series B preferred offering | [1] | 4,994,000 | 4,994,000 | |||||||||
Issuance of shares -Series B preferred offering, shares | 62,500 | |||||||||||
Issuance of shares – option exercises | [1] | 153,000 | 153,000 | |||||||||
Issuance of shares - option exercises, shares | [1] | 7,097 | ||||||||||
Issuance of shares-restricted stock | [1] | 36,000 | 36,000 | |||||||||
Issuance of shares-restricted stock, shares | [1] | 390 | ||||||||||
Promissory note conversion to preferred shares | $ 1,000 | [1] | 13,894,000 | 13,895,000 | ||||||||
Promissory note conversion to preferred shares, shares | 1,142,857 | |||||||||||
Treasury Shares conversion | [1] | $ (34,000) | (34,000) | |||||||||
Treasury Shares conversion, shares | [1] | 121 | ||||||||||
Surrender of warrants for common shares | [1] | (346,000) | (346,000) | |||||||||
Surrender of warrants for common share, shares | [1] | 29,064 | ||||||||||
Warrants and valuation in relation to debt amendments | [1] | 14,948,000 | 14,948,000 | |||||||||
Issuance of common shares in relation to preferred & common offerings | [1] | 1,000 | 1,000 | |||||||||
Issuance of common shares in relation to preferred & common offerings, shares | [1] | 13,553 | ||||||||||
Contribution from Non-Controlling interest | [1] | 4,786,000 | 4,786,000 | |||||||||
Balance at Dec. 31, 2022 | $ 3,000 | $ 1,000 | [1] | 277,429,000 | (221,769,000) | $ (13,798,000) | 4,406,000 | 46,272,000 | ||||
Balance, shares at Dec. 31, 2022 | 3,061,245 | 62,500 | 788,578 | [1] | 40,741 | [1] | ||||||
Net (loss) income | [1] | (29,201,000) | 1,498,000 | (27,703,000) | ||||||||
Preferred dividends-Series B | [1] | (421,000) | (421,000) | |||||||||
Stock-based compensation | [1] | 4,294,000 | 4,294,000 | |||||||||
Issuance of shares – securities purchase offering | [1] | 1,655,000 | 1,655,000 | |||||||||
Issuance of shares - Securities Purchase offering, shares | [1] | 264,624 | ||||||||||
Restricted stock units vested | [1] | |||||||||||
Restricted stock units vested, shares | [1] | 33,193 | ||||||||||
Issuance of shares – warrant exercises | [1] | 1,000 | 1,000 | |||||||||
Issuance of shares - warrant exercises, shares | [1] | 81,726 | ||||||||||
Issuance of shares- Notes conversion | $ 2,000 | [1] | 6,011,000 | 6,013,000 | ||||||||
Issuance of shares- Notes conversion, shares | [1] | 1,235,678 | ||||||||||
Issuance of shares-restricted stock | [1] | 14,000 | 14,000 | |||||||||
Issuance of shares-restricted stock, shares | [1] | 1,400 | ||||||||||
Warrants and valuation in relation to debt amendments | [1] | 1,637,000 | 1,637,000 | |||||||||
Contribution from Non-Controlling interest | [1] | 22,460,000 | 22,460,000 | |||||||||
True up shares for reverse split | [1] | |||||||||||
True up shares for reverse split, shares | [1] | 37,762 | ||||||||||
Common Shares and Warrants for Series B dividend payment | [1] | 656,000 | 656,000 | |||||||||
Common Shares and Warrants for Series B dividend paymentt, shares | [1] | 44,000 | ||||||||||
Issuance of common shares -merger shares | [1] | |||||||||||
Issuance of common shares -merger shares, shares | [1] | 59,400 | ||||||||||
Distribution to Non-Controlling interest | [1] | (1,519,000) | (1,519,000) | |||||||||
Balance at Dec. 31, 2023 | $ 3,000 | $ 3,000 | [1] | $ 291,276,000 | $ (250,970,000) | $ (13,798,000) | $ 26,845,000 | $ 53,359,000 | ||||
Balance, shares at Dec. 31, 2023 | 3,061,245 | 62,500 | 2,546,361 | [1] | 40,741 | [1] | ||||||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) | Oct. 13, 2023 |
Statement of Stockholders' Equity [Abstract] | |
Reverse stock split | 1-for-25 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Activities | ||
Net loss | $ (27,703) | $ (99,095) |
Net income from discontinued operations (including gain on sale of MTI Instruments of $7,751 for the year ended December 31, 2022) | (7,921) | |
Net loss from continuing operations | (27,703) | (107,016) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation expense | 3,894 | 18,731 |
Amortization expense | 9,483 | 9,483 |
Stock-based compensation | 4,225 | 3,673 |
Consultant stock compensation | 87 | 179 |
Deferred income taxes | (1,107) | (1,388) |
Impairment on fixed assets | 575 | 47,372 |
Amortization of operating lease asset | 238 | 202 |
Impairment on equity investment | 750 | |
Loss on debt extinguishment and revaluation, net | 3,904 | 11,130 |
Amortization on deferred financing costs and discount on notes | 753 | 6,538 |
Loss on sale of fixed assets | 398 | 4,089 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,620) | 211 |
Prepaid expenses and other current assets | (306) | 146 |
Other long-term assets | (304) | (29) |
Accounts payable | (862) | 553 |
Deferred revenue | (453) | 137 |
Customer deposits | 2,836 | |
Operating lease liabilities | (234) | (197) |
Other liabilities | 320 | (308) |
Accrued liabilities | 3,889 | (374) |
Net cash used in provided by operating activities | (2,987) | (6,118) |
Net cash provided by operating activities- discontinued operations | 369 | |
Investing Activities | ||
Purchases of property, plant, and equipment | (12,705) | (63,684) |
Purchases of intangible assets | (58) | (76) |
Proceeds from disposal on property, plant, and equipment | 2,286 | 2,605 |
Deposits of equipment, net | 147 | 6,441 |
Net cash used in investing activities | (10,330) | (54,714) |
Net cash provided by investing activities- discontinued operations | 9,084 | |
Financing Activities | ||
Proceeds from preferred offerings | 16,658 | |
Proceeds from common stock offering | 817 | 2,858 |
Proceeds from notes and debt issuance | 3,100 | 30,543 |
Costs of preferred offering | (1,910) | |
Costs of common stock offering | (10) | (504) |
Costs of notes and short-term debt issuance | (1,057) | (2,078) |
Cash dividend distribution on preferred stock | (3,852) | |
Payments on NYDIG loans and line of credit | (350) | (4,491) |
Contributions from non-controlling interest | 20,365 | 4,786 |
Distributions for non-controlling interest | (1,002) | |
Proceeds from stock option exercises | 153 | |
Proceeds from common stock warrant exercises | 779 | |
Net cash provided by financing activities | 21,863 | 42,942 |
Increase (decrease) in cash & restricted cash-continuing operations | 8,546 | (17,890) |
Increase in cash & restricted cash- discontinued operations | 9,453 | |
Cash & restricted cash – beginning of period | 1,821 | 10,258 |
Cash & restricted cash – end of period | 10,367 | 1,821 |
Supplemental Disclosure of Cash Flow Information | ||
Interest paid on NYDIG loans and line of credit | 6 | 1,311 |
Interest paid on Navitas loan | 204 | |
Interest paid on convertible noteholder default | 617 | |
Noncash investing and financing activities: | ||
Notes converted to common stock | 6,013 | 3,295 |
Noncash disposal of NYDIG collateralized equipment | 3,137 | |
Noncash non-controlling interest contribution | 2,095 | |
Interest and penalty settled through repossession of collateralized equipment | 1,773 | |
Warrant consideration in relation to convertible notes and debt | 1,637 | 14,602 |
Non-controlling interest membership distribution accrual | 517 | |
Noncash activity right-of use assets obtained in exchange for lease obligations | 403 | 20 |
Promissory note conversion to common or preferred shares | 845 | 15,236 |
Noncash proceed on sale of equipment | 240 | 210 |
Series B preferred dividend prefunded warrant and common stock issuance | 656 | |
Noncash equipment financing | 4,620 | |
Proceed receivable from sale of MTI Instruments | $ 295 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Cash Flows [Abstract] | |
Gain on sale of instruments | $ 7,751 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 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.” The Company is a digital infrastructure company specializing in transforming surplus renewable energy into computing resources. Our modular data centers can co-locate with wind, solar, or hydroelectric power plants and support compute intensive applications including Bitcoin Mining, Generative AI, and Scientific Computing. This pioneering approach to data centers helps energize a greener grid while delivering cost-effective and sustainable computing solutions. SHI conducted its business through its wholly-owned subsidiary, Soluna Computing, Inc. (“SCI”). The Company formed a wholly owned subsidiary of SHI on December 31, 2023, Soluna Digital, Inc. (“Soluna Digital”, or “SDI”). Effective December 31, 2023, SCI transferred substantially all of its assets to SHI or its subsidiaries, including SDI. 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 been decommissioned. In the second quarter of fiscal year 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 December 31, 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 MWs, 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 December 31, 2023, has a 14.6 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 financial statements as of December 31, 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 consolidated financial statements, the Company did not generate sufficient revenue to generate net income and has a cash used in operations position during the year ending as of December 31, 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 financial statements as of December 31, 2023, or April 1, 2024. 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 9.2 936 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 85.4 68 14.6 In addition, on May 9, 2023, the Company’s indirect subsidiary Soluna DV ComputeCo, LLC (“DVCC”) through Soluna DV Devco, LLC completed a strategic partnership and financing with a special purpose vehicle, Navitas West Texas Investments SPV, LLC , 12.1 51 49 Between January 24, 2023 and April 3, 2023, the Company had the first and partial second subsequent closings under the Securities Purchase Agreement dated December 5, 2022, among the Company and certain institutional investors. Pursuant to the SPA, the investors purchased approximately $ 886 117,097 234,195 774,000 7.50 103,183 206,367 For the year-ended December 31, 2023, the Company has sold under-utilized miners and equipment, and continues to evaluate opportunities to sell more miners and equipment for fiscal year 2024. In addition to the proceeds from the foregoing transactions and together with the Company’s available cash on hand for available use of approximately $ 6.4 112 |
Accounting Policies
Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Accounting Policies | 2. Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, SCI., as well the Company’s variable interest entities disclosed in Note 18. 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 every 25 issued and outstanding shares of the Company common stock was converted automatically into one share of the Company’s common stock without any change in the par value per share 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 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 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. 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. Correction of an Error While preparing the Company’s Form 10-K for the year ended December 31, 2023, the Company identified the following errors related to the presentation of basic and diluted Earnings Per Share (“EPS”) in its historical filing for the year ended December 31, 2022, and for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023: ● Inclusion of the net income/loss from noncontrolling interest in the numerator; ● Inclusion of the cumulative undeclared preferred dividends in the numerator; ● Exclusion of shares issuance for little or no cash consideration (ie: penny warrants) in the denominator. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impacts were not material to any prior annual or 10-Q report, but that correcting the cumulative impact of such errors would be significant to our EPS for the year ended December 31, 2023. Accordingly, the Company has corrected such immaterial errors by adjusting its December 31, 2022 consolidated statement of operations related to the calculation of earnings per share. The Company will also correct previously reported interim financial information for such immaterial errors in future filings, as applicable. The following summarizes the effect of the revision on each financial statement line item. The following analysis provides a comparison amongst the basic and diluted EPS as reported on the Form 10-K for the year ended December 31, 2022, and the final revised basic and diluted EPS calculation to correct all identified errors: Schedule of Error Corrections of Basic and Diluted EPS As reported As revised Change Basic and Diluted net loss per share from continuing operations $ (185.39 ) $ (187.63 ) $ (2.24 ) Basic and Diluted net income per share from discontinued operations 13.22 13.22 - Basic and Diluted net loss per share $ (172.17 ) $ (174.41 ) $ (2.24 ) (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for- 25 that became effective October 13, 2023. See Note 2, “Accounting Policies,” for details. The following analysis provides a comparison amongst the basic and diluted EPS as reported on the Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, and the final revised basic and diluted EPS calculation to correct all identified errors: As reported for the three months ended March 31, 2023 (1) As revised Change Basic and Diluted net loss per share $ (8.74 ) $ (10.30 ) $ (1.56 ) For the three months ended June 30, 2023 For the six months ended June 30, 2023 (1) As Reported As Revised Change (1) As Reported As Revised Change Basic and Diluted net loss per share $ (8.44 ) $ (9.54 ) $ (1.10 ) $ (17.14 ) $ (19.74 ) $ (2.60 ) (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for- 25 that became effective October 13, 2023. See Note 2, “Accounting Policies,” for details. For the three months ended September 30, 2023 For the nine months ended September 30, 2023 As Reported As Revised Change As Reported As Revised Change Basic and Diluted net loss per share $ (4.40 ) $ (5.96 ) $ (1.56 ) $ (20.11 ) $ (24.16 ) $ (4.05 ) Use of Estimates The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Property, Plant, and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives as follows: Schedule of Property Plant and Equipment Estimated Useful Lives Leasehold improvements Lesser of the life of the lease or the useful life of the improvement Computers and related software 3 5 Cryptocurrency miners 3 Machinery and equipment 8 15 Office furniture, equipment and fixtures 2 10 Buildings 30 40 Purchased pre-fabricated buildings 15 20 Significant additions or improvements extending assets’ useful lives are capitalized; normal maintenance and repair costs are expensed as incurred. The costs of fully depreciated assets remaining in use are included in the respective asset and accumulated depreciation accounts. When items are sold or retired, related gains or losses are included in net (loss) income. Intangible assets Intangible assets include the Strategic Pipeline Contract with an estimated useful life of 5 5 15 25 Income Taxes The Company is subject to income taxes in the U.S. (federal and state). As part of the process of preparing our consolidated financial statements, the Company calculates income taxes for each of the jurisdictions in which the Company operates. This involves estimating actual current taxes due together with assessing temporary differences resulting from differing treatment for tax and accounting purposes that are recorded as deferred tax assets and liabilities, loss carryforwards and tax credit carryforwards, for which income tax benefits are expected to be realized in future years. A valuation allowance has been established to reduce deferred tax assets, if it is more likely than not that all, or some portion, of such deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in the period that includes the enactment date. Significant management judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against the Company’s net deferred tax assets. The Company considers all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income amongst other items in determining the Company’s valuation allowance. In addition, the Company’s assessment requires the Company 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 accounts for taxes in accordance with the asset and liability method of accounting for income taxes. Under this method, the Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution The Company is currently subject to audit in various jurisdictions, and these jurisdictions may assess additional income tax liabilities against us. Developments in an audit, litigation, or in applicable laws, regulations, administrative practices, principles, and interpretations could have a material effect on the Company’s operating results or cash flows in the period or periods in which such developments occur, as well as for prior and in subsequent periods. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating the Company’s provision and accruals for these taxes. There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. The Company’s effective tax rates could be affected by numerous factors, such as intercompany transactions, earnings being lower than anticipated in jurisdictions where the Company has lower statutory rates and higher than anticipated in jurisdictions where the Company has higher statutory rates, the applicability of special tax regimes, losses incurred in jurisdictions for which the Company is not able to realize the related tax benefit, changes in foreign currency exchange rates, entry into new businesses and geographies, changes to its existing businesses and operations, acquisitions and investments and how they are financed, changes in the Company’s stock price, changes in its deferred tax assets and liabilities and their valuation, and changes in the relevant tax, accounting, and other laws, regulations, administrative practices, principles, and interpretations. Equity Investment – Harmattan Energy Limited The Company owns approximately 1.79 0 Equity Investments without Readily Determinable Fair Values Our equity investment in HEL is accounted for under the measurement alternative. Equity securities measured and recorded using the measurement alternative are recorded at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. Adjustments resulting from impairments and observable price changes are recorded in the income statement. There was an impairment recognized for the full amount of $ 750 Equity Method Investments The Company’s consolidated net income or loss will include our proportionate share, if any, of the net income or loss of our equity method investee. When the Company records its proportionate share of net income, it increases equity income (loss), net in our consolidated statements of operations and our carrying value in that investment. Conversely, when the Company records its proportionate share of a net loss, it decreases equity income (loss), net in our consolidated statements of operations and our carrying value in that investment. When the Company’s carrying value in an equity method investee company has been reduced to zero, no further losses are recorded in the Company’s financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. As of December 31, 2023, the Company owned approximately 47.5 75,049,937 240,000,000 0 Variable Interest Entities Variable Interest Entities (“VIEs”) are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities independently, or (ii) have equity holders that do not have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the entity’s expected losses, or the right to receive the entity’s expected residual returns. The Company consolidates a VIE when it is the primary beneficiary, which is the party that has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) through its interests in the VIE, the obligation to absorb expected losses or the right to receive expected benefits from the VIE that could potentially be significant to the VIE. The Company consolidates the accounts of Soluna DVSL ComputeCo, LLC (“DVSL”) and Soluna DV ComputeCo, LLC (“DVCC”), each a VIE. The Company held a 67.8 14.6 100 51 Non-Controlling Interests The ownership interest held by owners other than the Company in less than wholly-owned subsidiaries are classified as non-controlling interests. The value attributable to the non-controlling interests is presented on the consolidated balance sheets separately from the equity attributable to the Company. Net income (loss) attributable to non-controlling interests are presented separately on the consolidated statements of operations and consolidated statements of comprehensive income, respectively. Fair Value Measurement The estimated fair value of certain financial instruments, including cash, accounts receivable and short-term debt approximates their carrying value due to their short maturities and varying interest rates. “Fair value” is the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation methods, the Company is required to provide the following information according to the fair value accounting standards. These standards established a fair value hierarchy as specified that ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities are classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities, which includes listed equities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. These items are typically priced using models or other valuation techniques. These models are primarily financial industry-standard models that consider various assumptions, including the time value of money, yield curves, volatility factors, as well as other relevant economic measures. Level 3: These use unobservable inputs that are not corroborated by market data. These values are generally estimated based upon methodologies utilizing significant inputs that are generally less observable from objective sources. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. On October 25, 2021, pursuant to a securities purchase agreement dated October 20, 2021 (the “SPA), the Company issued to certain accredited investors Class A, Class B and Class C common stock purchase warrants (collectively, the “Warrants”) to purchase up to an aggregate of 71,043 312.50 375 450 As noted in Note 9, the Company entered into an Addendum and Addendum Amendment in which the Company surrendered their Class B and Class C warrants in July and September 2022, in exchange for Class D common stock purchase warrants at an exercise price of $ 87.50 112.50 137.50 187.50 56.00 54.50 53.25 52.00 240,000 12.50 80,000 20.00 4.20 4.03 Any modifications of the warrants were subsequently revalued, including the warrants attached to the Third Amendment on November 20, 2023, see Note 9 for details. Inherent in a Black-Scholes simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from its traded warrants and historical volatility of select peers’ common stock with a similar expected term of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield on the grant date with a maturity similar to the expected remaining term of the warrants. The expected term of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company expects to remain at zero. The warrants were collectively classified as a Level 3 measurement within the fair value hierarchy because these valuation models involve the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility which was developed based on the historical volatility of a publicly traded set of peer companies. The following table represents the significant fair value assumptions used for warrants issued or repriced during the years ended December 31, 2023 and 2022: Schedule of Fair Value Assumptions For Warrants Issued 2023 2022 Stock price (1) $ 2.93 5.00 $ 14.25 259.25 Exercise price (1) $ 0.01 20.00 $ 19.00 331.50 Expected term in years 1.16 5.00 2.00 5.00 Expected dividend yield 0.00 % 0.00 % Volatility 108.50 140 % 125 150 % Risk-free interest rate 3.36 5.25 % 1.18 4.41 % (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for- 25 Following the debt extinguishment on July 19, 2022 as noted further in Note 9, 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. The Company had a subsequent Addendum Amendment on September 13, 2022, a Second Amendment on May 11, 2023, and a Third Amendment on November 20, 2023, which each caused a revaluation of the fair value on the executed Addendum Amendment, Second Amendment, and Third Amendment date. 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. For the year-ended December 31, 2022 and 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 year-end. The Company determined the fair value of the Convertible Notes uses certain Level 3 inputs. The following table represents the significant and subjective fair value assumptions used for Convertible Notes during the years ended December 31, 2023 and 2022: Schedule of Fair Value Assumptions For Convertible Notes 2023 2022 Stock price (1) $ 3.60 6.75 $ 6.5 Conversion price (1) $ 3.78 7.99 $ 7.99 Volatility 87.50 150 % 65 105 % Risk-free interest rate 4.64 5.50 % 4.12 4.76 % (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for- 25 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- May 11 2023) (1,344 ) Total revaluation losses 30 Balance, May 11, 2023 (date of Second Amendment) 10,940 Conversions of Debt (May 11, 2023-November 19, 2023) (1,550 ) Total revaluation losses 1,569 Balance November 20, 2023 (date of Third Amendment) $ 10,959 Financial liabilities , Beginning balance $ 10,959 Conversions of debt (November 20, 2023- December 31, 2023) (3,069 ) Conversions of debt (3,069 ) Total revaluation losses 584 Total revaluation (gains) losses 584 Balance December 31, 2023 $ 8,474 Financial liabilities, Ending balance $ 8,474 Consistent with the guidance in purchase accounting, the value of the pipeline of certain cryptocurrency mining projects previously owned by HEL acquired in the Soluna Callisto acquisition in October 2021 as of the acquisition date was estimated using an expected value approach, which probability-weights various future outcomes and uses certain Level 3 inputs. Included in those inputs are the following key assumptions: expected growth in share price at a risk-free rate in the risk-neutral framework based on U.S. Treasury Rates as of the valuation date, volatility of share price based on historical equity volatilities of comparable companies over a lookback period, assessments associated with qualified projects based on assessment on timing of payments and assessment of active megawatt scenarios and the associated probabilities. The resulting amounts are then discounted to present value through use of a discount rate that considers, among other things, the risk of the payments, credit risk of the Company, and overall weighted average cost of capital of the acquired business. The resulting calculations resulted in an estimated fair value of the acquired assets and consideration paid in common stock of approximately $ 33 3.5 Revenue Recognition Cryptocurrency Mining Revenue The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principles of the revenue standard are that a company should recognize revenue to depict the transfer of promised good or services to customers in an amount that reflects the consideration to which the company expects to be entitled for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time. Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency where the Company is registered at the time of receipt. The mined cryptocurrency is immediately paid to the Coinbase and Bittrex wallet. Cryptocurrency is converted to U.S. dollars nearly everyday, as SCI is not in the business of accumulating material amounts of cryptocurrency on its balance sheet. Data center hosting The Company has entered customer hosting contracts whereby the Company provides electrical power and network connectivity to cryptocurrency mining customers, and the customers pay a stated amount per megawatt-hour (“MWh”) (“Contract Capacity”), a fixed rate, as well as a percentage of the profit share of net income from the customer’s mining operations. The actual monthly amounts are calculated after the close of each month and billed the customer. If any shortfalls due to outages are experienced, service level credits may be made to customers to offset outages which prevented them from cryptocurrency mining. Customer contract security deposits are reflected as other liabilities and are made at the time the contract is signed and held until the conclusion of the contract relationship Deferred revenue is primarily from advance monthly payments received and revenue is recognized when service is completed. Demand Response Service The Company provides emergency demand response solutions to ERCOT pursuant to a contractual commitment over defined service delivery periods. This contract includes a single promise to stand ready, on a monthly basis, to deliver a set amount of curtailment (committed capacity) per month when and if called upon by ERCOT. The Company has concluded this represents a series of distinct monthly services that are substantially the same, with the same pattern of transfer to the customer. Accordingly, the monthly promise to stand ready is accounted for as a single performance obligation. The Company is the principal in these arrangements as it has control over the services prior to those services being transferred to the customer. Capacity fees are paid to the Company by ERCOT for its stand ready commitment to curtail MWs and are typically based on the Company’s ability to deliver the committed capacity throughout the contractual delivery period. In general, if the Company fails to curtail the contracted MW during energy or emergency dispatches, the MW shortfall results in a penalty that could require the Company to reduce the fees paid by the customer during the contract period. In order to determine the transaction price, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. These estimates consider i) the contractual rate per MW, and ii) historical performance. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. In the event of an emergency dispatch, any earned energy fees are associated and allocated to the specific month of performance, as these fees meet the criteria to allocate variable consideration to a distinct monthly service within a series of distinct services that comprise the single performance obligation. Therefore, energy fees are recognized in the month in which the Company is called upon to deliver on its stand-ready obligation to curtail capacity. The Company believes that an output measure based on the monthly contractual MW stand-ready obligation is the best representation of the “transfer of value” to the customer. Accordingly, the Company recognizes monthly revenue based on the proportion of committed stand-ready capacity obligation that has been fulfilled to date. Cost of Cryptocurrency Mining and Data Center Hosting Revenue Cost of cryptocurrency mining and data center hosting revenue includes direct utility costs as well as overhead costs that relate to the operations of SCI’s cryptocurrency mining facility. Accounts Receivable and Allowance The Company’s accounts receivable balance consists of amounts due from its data center hosting customers and receivables for demand response services. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. The Company determines the allowance based on historical write-off experience and current exposures identified. The Company reviews its allowance for potentially uncollectible accounts under CECL monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis by type of receivable. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. The Company does not have any off balance-sheet credit exposur |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | 3. Accounts Receivable Accounts receivables consist of the following at: Schedule of Accounts Receivable (Dollars in thousands) December 31, December 31, Data hosting $ 2,456 53 Related party receivable 8 247 Demand response service receivable 268 - Proprietary mining Coinbase receivable 216 20 Total $ 2,948 $ 320 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 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) December 31, December 31, Land and land improvements $ 1,538 $ 540 Buildings and leasehold improvements 25,369 6,410 Computers and related software 11,764 7,248 Machinery and equipment 9,054 3,310 Office furniture and fixtures 28 22 Construction in progress 1,111 26,175 Property,plant and equipment gross 48,864 43,705 Less: Accumulated depreciation (4,292 ) (1,496 ) Property,plant and equipment $ 44,572 $ 42,209 Depreciation expense was approximately $ 3.9 18.7 140 76 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 Loss on sale of fixed assets The Company incurred a $ 398 147 2.5 2.7 251 4.1 6.9 2.8 Impairment on fixed assets During the year ended December 31, 2023, the Company had impairment charges of approximately $ 575 165 410 During the year ended December 31, 2022, the Company had total impairment charges of approximately $ 47.4 1.9 39.4 295 1.8 As of December 31, 2022, the Company had equipment held at vendor including switchgears, transformers, busways and bus plugs. The Company had discussions with a potential buyer and board of directors approval for sale of the switchgears held at vendor. The Company had a purchase order received for the switchgear, subject to inspection of the equipment and final sale. The sale of the equipment held at vendor would mean the equipment was not being used for its intended purpose. As such, the Company reassessed its estimates and forecasts as of December 31, 2022, to determine the fair values of the equipment held at vendor. As a result of the fair value analysis as of December 31, 2022, the Company concluded the carrying amount of the equipment held at vendor of approximately $ 2.8 916 1.9 Due to the closure of operations for Project Marie as discussed above, the Company disposed of approximately $ 1.7 700 2.4 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 December 31, 2023, approximately $ 107 |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 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 118,800 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 6,000 75 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 50 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 had 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 | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets Intangible assets consist of the following as of December 31, 2023: Schedule of Intangible Assets (Dollars in thousands) Intangible Assets Accumulated Total Strategic pipeline contract $ 46,885 $ 20,317 $ 26,568 Assembled workforce 500 216 284 Patents 165 10 155 Total $ 47,550 $ 20,543 $ 27,007 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 year ended December 31, 2023 and 2022 was approximately $ 9.5 9.5 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 datacenters 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 ending December 31, 2024 $ 9,485 2025 9,485 2026 7,905 2027 8 2028 8 Thereafter 116 Total $ 27,007 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes Income tax expense (benefit) for each of the years ended December 31 consists of the following: Schedule of Income Tax Expense (Dollars in thousands) 2023 2022 Federal $ — $ — State 40 42 Deferred (1,107 ) (1,388 ) Total $ (1,067 ) $ (1,346 ) The significant components of deferred income tax expense (benefit) from operations for each of the years ended December 31 consists of the following: Schedule of Deferred Income Tax Expense (Dollars in thousands) 2023 2022 Deferred tax expense (benefit) $ 2,566 $ (12,760 ) Net operating loss carry forward (9,813 ) (7,359 ) Valuation allowance 6,140 18,731 Deferred tax benefit (expense) $ (1,107 ) $ (1,388 ) The Company’s effective income tax rate from operations differed from the Federal statutory rate for each of the years ended December 31 as follows: Schedule of Effective Income Tax Rate 2023 2022 Federal statutory tax rate 21 % 21 % Change in valuation allowance (15 ) (17 ) State taxes, net of federal benefit — — Expiration of stock option (1 ) — Loss on extinguishment of debt (1 ) (2 ) Other deferred Adjustments (1 ) (1 ) Tax rate 3 % 1 % Deferred Tax (Liabilities) Assets: Deferred tax (liabilities) assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates. Temporary differences, net operating loss carryforwards and tax credit carryforwards that give rise to deferred tax assets and liabilities are summarized as follows as of December 31: Schedule of Deferred Tax Assets (Dollars in thousands) 2023 2022 Deferred tax assets: Accruals and reserves $ 274 $ 251 Net operating loss 28,951 19,137 Property, plant and equipment 5,777 10,093 Stock options 1,562 996 Research and development tax credit 227 174 Deferred tax assets 36,791 30,651 Valuation allowance (36,791 ) (30,651 ) Deferred tax assets, net of valuation allowance — — Deferred tax liabilities: Intangibles (7,779 ) (8,886 ) Deferred tax liabilities (7,779 ) (8,886 ) Deferred tax liabilities, net $ (7,779 ) $ (8,886 ) In connection with the strategic contract pipeline acquired in the Soluna Callisto acquisition as further discussed in Note 6, 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 Valuation Allowance: 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. As a result of its assessment in 2023, the Company increased its valuation allowance against its deferred tax assets. The increase in the valuation allowance caused incremental tax expense of $ 6.1 The valuation allowance on December 31, 2023 and 2022 was $ 36.8 30.7 Schedule of Deferred Tax Asset Valuation Allowance (Dollars in thousands) 2023 2022 Valuation allowance, beginning of year $ 30,651 $ 11,921 Net operating (loss) income 9,813 7,361 Property, plant and equipment (4,316 ) 10,093 Stock options 566 996 Research and development credit 53 30 Accrued expenses 24 250 Valuation allowance, end of year $ 36,791 $ 30,651 Net operating losses: As of December 31, 2023, the Company has unused Federal net operating loss carryforwards of approximately $ 126.2 52 The Company’s and/or its subsidiaries’ ability to utilize their net operating loss carryforwards may be significantly limited by Section 382 of the IRC of 1986, as amended, if the Company or any of its subsidiaries undergoes an “ownership change” as a result of changes in the ownership of the Company’s or its subsidiaries’ outstanding stock pursuant to the exercise of the warrants or otherwise. Unrecognized tax benefits: The Company has unrecognized tax benefits of $ 0 0 Additionally, the Company does not have uncertain tax positions that it expects will increase or decrease within twelve months of this reporting date. The Company recognizes interest and penalties related to uncertain tax positions as a component of tax expense. The Company did not recognize any interest or penalties in 2023 and 2022. The Company files income tax returns, including returns for its subsidiaries, with federal and state jurisdictions. The Company is no longer subject to IRS or state examinations for any periods prior to 2019, although carryforward attributes that were generated prior to 2021 may still be adjusted upon examination by the IRS if they either have been or will be used in a future period. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities consist of the following at: Schedule of Accrued Liabilities (Dollars in thousands) December 31, December 31, Salaries, wages and related expenses $ 423 $ 178 Liability to shareholders for previous acquisition 363 363 Legal, audit, tax and professional fees 448 214 Sales tax accrual 575 - Real estate taxes accrual 1,166 - Hosting and utility fees 383 626 Interest payable 936 477 Dividend payable 7 243 Construction fees - 590 Membership distribution accrual 517 - Other 88 30 Total $ 4,906 $ 2,721 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Debt consists of the following: Convertible Notes Payable Schedule of Debt (Dollars in thousands): Maturity Date Interest Rate December 31, December 31, Convertible Note July 25, 2024 * 18 % $ 8,474 $ 12,254 Less: discount from issuance of warrants - (475 ) Less: debt issuance costs - (42 ) Total convertible notes, net of discount and issuance costs $ 8,474 $ 11,737 * Default interest was waived on March 10, 2023, and no further interest applied on the Convertible Note for the remainder of the year. 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 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 12.3 13.0 In accordance with the most favored nation provision (“MFN Provision”), following the issuance of the December 2022 Shares and the December 2022 Warrants, the Company reduced the conversion price of the October Secured Notes to $ 19.00 7.50 In connection with the December 2022 Offering, the Company 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 On May 11, 2023, the Company entered into a Second Amendment Agreement (the “Second Amendment”) with the holders of its October Secured Notes to extend the maturity date of the October Secured Notes to July 25, 2024. 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 On November 20, 2023 the Company and the Noteholders entered into a Third Amendment Agreement to amend the Notes, the October SPA and related agreements (collectively, the “Transaction Documents”) to facilitate future financings by the Company that may include funds for prepayment of the Notes by permitting the Company to force conversion of up to $ 1.5 4.7 150,000 0.01 As provided in the original terms of the Notes, in the event the Company prepays the amounts owed under Notes, the Company must pay an additional 20 Under the new Transaction Documents, in the event the prepayment occurs between February 15, 2024 and July 24, 2024, prepayment penalty is reduced to 10% In addition, under the new Transaction Documents, the Company has the right to force the conversion of up to $ 1.5 5.00 50,000 As consideration for the reduction in the prepayment penalty and the new forced conversion right, the Company agreed that an aggregate $ 4.7 3.78 150,000 0.01 31.33 With the Second Amendment on May 11, 2023, the principal value was reestablished to approximately $ 13.3 10.94 1.9 554 1.3 250 1.6 The Company performed a fair value assessment as of November 20, 2023 due to the trigger of extinguishment of debt, and had a debt revaluation loss of approximately $ 911 3.1 584 8.5 8.7 Promissory Notes The Company had issued six promissory notes in fiscal year 2023 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 notes 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 December 31, 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 (1,363 ) - Total outstanding debt $ 9,183 $ 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 9.8 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 3.4 560 3.4 251 10.3 9.2 1.0 694 242 936 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 December 31, Term Loan and capitalized interest May 9, 2025 15 % $ 2,254 Less: principal and capitalized interest payments (547 ) Less: debt issuance costs (25 ) Total outstanding debt 1,682 On May 9, 2023, DVCC 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 1.7 547 204 Line of Credit On September 15, 2021, the Company entered into a $ 1.0 0.75 1.0 650 350 350 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | 10. 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 The 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 2,505,620 747,837 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 (or a duly authorized committee of the Board), will be payable monthly in arrears on the final day of each month, beginning August 31, 2021. 3.9 8.6 ` The Company’s Series B Preferred Stock includes a 10 % accruing dividend compounded daily for 12 months from the original issue date of July 20, 2022 that may be paid in cash or stock at the Company’s option at the earlier of (i) the date the Series B Preferred Stock is converted, or (ii) the Series B Dividend Termination Date. On August 11, 2023, the Company paid a mandatory dividend on its outstanding Series B Convertible Preferred Stock in the amount of approximately $ 656 thousand. Pursuant to the Certificate of Designation for the Series B Stock, the Company had the option to pay the dividend in cash or shares of Common Stock. Pursuant to a Dividend Payment Agreement, the Company and the holder of the Series B Stock agreed to satisfy the payment of the dividend through the issuance of 44,000 shares of its Common Stock and 70,300 prefunded warrants (the “Prefunded Warrants”). 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 December 31, 2023: Schedule of Reserved Shares of Common Stock for Future Issuance Stock options outstanding ( 1 ) 52,393 Restricted stock units outstanding ( 1 ) 9,612 Warrants outstanding ( 1 ) 1,148,269 Common stock available for future equity awards or issuance of options ( 1 ) 523,716 Number of common shares reserved 1,733,990 (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 December 31, 2023, there are 1,907,188 Placement Agent Agreements On September 13, 2022, the Company entered into a placement agent agreement with Univest Securities LLC (“Univest”) in which all of the 19,464 108.25 Additionally, on December 2, 2022, the Company entered into an additional placement agency agreement with, pursuant to which Univest agreed to serve as the exclusive placement agent for the Company on a reasonable best-efforts basis in connection with the December Offering. Pursuant to the additional Placement Agency Agreement, the Company agreed to pay to Univest (i) a fee in shares of Common Stock equal to 7 Placement Agent Shares 17,241 October Shares 7 Placement Agent Warrants Placement Agent Securities |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 11. Retirement Plan The Company maintains a voluntary savings and retirement plan under IRC Section 401(k) covering substantially all employees. Employees must complete six months of service and have attained the age of twenty-one prior to becoming eligible for participation in the plan. The Company plan allows eligible employees to contribute a percentage of their compensation on a pre-tax basis and the Company matches employee contributions, on a discretionary basis, currently in an amount equal to 100% of the first 3% and 50% of the next 2% of the employee’s salary, subject to annual tax deduction limitations 176 177 0 19 no |
Net (loss) income per Share
Net (loss) income per Share | 12 Months Ended |
Dec. 31, 2023 | |
Basic and Diluted (loss) earnings per common share (1): | |
Net (loss) income per Share | 12. Net (loss) income per Share The following table sets forth the reconciliation of the numerators and denominators of the basic and diluted per share computations for continuing operations for the years ended December 31: Schedule of Basic and Diluted Per Share Computations for Continuing Operations (Dollars in thousands, except shares) 2023 2022 Numerator: Net loss from continuing operations $ (27,703 ) $ (107,016 ) (Less) Net income (loss) attributable to non-controlling interest 1,498 (380 ) Net income from discontinued operations - 7,921 Net loss attributable to Soluna Holdings, Inc. $ (29,201 ) $ (98,715 ) Less: Preferred Dividend (421 ) (4,088 ) Less: Cumulative Preferred Dividends in arrears (6,888 ) (1,722 ) Balance $ (36,510 ) $ (104,525 ) Denominator: Basic and Diluted EPS: Common shares outstanding, beginning of period 747,837 550,168 Weighted average common shares issued during the period including penny warrants issued and outstanding as of year-end 565,881 49,133 Denominator for basic earnings per common shares — Weighted average common shares 1,313,718 599,301 The Company notes as continuing operations was in a net loss for fiscal year 2023 and 2022, as such basic and diluted EPS 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 year ended December 31, 2023, were options to purchase 52,393 9,612 1,148,269 52,393 33,221 396,107 |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | 13. Stock Based Compensation Stock-based incentive awards are provided to employees and directors under the terms of the Company’s 2012 Equity Incentive Plan (the 2012 Plan), which was amended and restated as of October 20, 2016, the 2014 Equity Incentive Plan (the 2014 Plan), the 2021 Stock Incentive Plan (the 2021 Plan), which was amended and restated effective as of October 29, 2021, May 27, 2022, and March 10, 2023, respectively, and the 2023 Stock Incentive Plan (the 2023 Plan), which was amended and restated effective as of June 29, 2023, (collectively, the Plans). Awards under the Plans have generally included at-the-money options and restricted stock grants. 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 2014 Plan The 2014 Plan was adopted by the Company’s Board of Directors on March 12, 2014, and approved by its stockholders on June 11, 2014. The 2014 Plan provides an initial aggregate number of 500,000 2012 Plan The 2012 Plan was adopted by the Company’s Board of Directors on April 14, 2012, and approved by its stockholders on June 14, 2012. The 2012 Plan was amended and restated by the Board of Directors effective October 20, 2016. The October 2016 amendment allowed for the award agreement, or another agreement entered into between the Company and the award grantee to vary the method of exercise of options issued under the 2012 Plan and an agreement entered into between the Company and the award grantee to vary the provisions governing expiration of options or other awards under the 2012 Plan following termination of the award recipient. The 2012 Plan provides an initial aggregate number of 600,000 During the fiscal year ended December 31, 2023, the Company did not issue any equity awards under its 2023 Plan. During the fiscal year ended December 31, 2023, the Company awarded 20,000 7.47 During the fiscal year ended December 31, 2023, the Company did not issue any restricted stock awards or options under the 2021 Plan. During the fiscal year ended December 31, 2022, the Company granted options to purchase 21,563 23.75 25 14.75 During the fiscal year ended December 31, 2022, the Company did not award shares of restricted common stock under the 2021 Plan. During the fiscal year ended December 31, 2022, the Company awarded 29,017 28 271.25 180.50 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. 7,080 shares of common stock shall vest 50% on December 1, 2023, and 50% on December 1, 2024. 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. 18 Stock-based compensation expense for the years ended December 31, 2023, and 2022 was generated from stock option and restricted stock awards. Stock options are awards that allow holders to purchase shares of the Company’s common stock at a fixed price. Certain options granted may be fully or partially exercisable immediately, may vest on other than a four-year schedule or vest upon attainment of specific performance criteria. Restricted stock awards generally vest one to three years after the date of grant, although certain awards may vest immediately or vest upon attainment of specific performance criteria. Option exercise prices are generally equivalent to the closing market value price of the Company’s common stock on the date of grant. Unexercised options generally terminate ten years after date of grant. The following table presents the weighted-average assumptions used for options granted under the 2021 Plan: Schedule of Weighted Average for Options Granted 2022 Option term (years) 4.95 Volatility 110.21 % Unvested forfeiture rate 0.00 % Risk-free interest rate 3.93 % Dividend yield 0.00 % Weighted-average fair value per option granted $ 14.75 No options were granted under the 2023 Plan, the 2021 Plan, the 2014 Plan and the 2012 Plan for the year ended December 31, 2023. No options were granted under the 2014 Plan and the 2012 Plan for the year ended December 31, 2022. Share-based compensation expense recognized in the Consolidated Statements of Operations is based on awards ultimately expected to vest, therefore, awards are reduced for estimated forfeitures. The accounting standard requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Total share-based compensation expense, related to the Company’s share-based awards, recognized for the years ended December 31, was included within the representative group comprised as follows: Schedule of Share Based Compensation Expense 2023 2022 (Dollars in thousands) Cost of cryptocurrency mining revenue, exclusive of depreciation $ 300 $ 67 Cost of data hosting revenue, exclusive of depreciation 24 - General and administrative expenses, exclusive of depreciation and amortization 3,988 3,785 Share-based compensation expense $ 4,312 $ 3,852 Total unrecognized compensation costs related to non-vested stock options as of December 31, 2023 and December 31, 2022 is approximately $ 266 1.0 0.37 1.36 Presented below is a summary of the Company’s stock option activity for the Plans for the years ended December 31: Summary of Stock Option Activity 2023 2022 Shares under option, beginning 52,393 39,662 Granted - 21,564 Exercised - (7,097 ) Forfeited - (430 ) Expired/canceled - (1,306 ) Shares under option, ending 52,393 52,393 Options exercisable 45,276 38,158 The weighted average exercise price for the Company’s stock option activity for the Plans is as follows for each of the years ended December 31: 2023 2022 Shares under option, beginning $ 102.86 $ 136.00 Granted $ - $ 23.75 Exercised $ - $ 21.50 Forfeited $ - $ 259.75 Expired/canceled $ - $ 196.00 Shares under option, ending $ 102.86 $ 102.86 Options exercisable, ending $ 92.53 $ 78.25 The following table summarizes information for options outstanding and exercisable for the Plans as of December 31, 2023: Summary of Option Outstanding and Exercisable Outstanding Exercisable Weighted Average Weighted Weighted Average Weighted Remaining Average Remaining Average Exercise Price Range Number Contractual Life Exercise Price Number Contractual Life Exercise Price $ 17.50 30.00 25,409 3.88 $ 23.72 25,159 3.85 $ 23.78 $ 30.01 188.00 26,384 4.64 $ 175.11 19,717 4.39 $ 176.50 $ 188.01 277.50 600 7.23 $ 277.50 400 7.23 $ 277.50 52,393 4.30 $ 102.86 45,276 4.12 $ 92.53 The aggregate intrinsic value (i.e., the difference between the closing stock price and the price to be paid by the option holder to exercise the option) is $ 0 0 4.00 Non-vested restricted stock activity is as follows for the year ended December 31: Summary of Non Vested Restricted Stock 2023 2022 Non-vested restricted stock balance, beginning January 1 33,221 16,213 Non-vested restricted stock granted 20,000 29,017 Vested restricted stock — — Non-vested restricted stock exercised (35,336 ) (7,730 ) Non-vested restricted stock forfeited/expired (6,382 ) (4,279 ) Non-vested restricted stock balance, ending December 31 11,503 33,221 The weighted average fair value price for the Company’s restricted stock activity for the Plans is as follows for each of the years ended December 31: Summary of Weighted Average Fair Value Price Restricted Stock Activity 2023 2022 Restricted stock, beginning $ 208.83 $ 282.11 Granted $ 7.47 $ 180.55 Exercised $ 107.84 $ 245.22 Forfeited/ expired $ 112.55 $ 235.54 Restricted stock, ending $ 222.39 $ 208.83 As of December 31, 2023 and 2022, there was approximately $ 1.4 4.8 0.60 2.37 Stock Warrants: The following is a summary of common stock warrant activity during the year ended December 31, 2023. Summary of Common Stock Warrant Activity Number of Weighted Balance, December 31, 2022 396,107 $ 57.25 Granted 834,022 9.55 Exercised (81,726 ) 0.01 Forfeited/ Expired (134 ) 0.01 Balance, December 31, 2023 1,148,269 $ 24.21 As of December 31, 2023, the outstanding warrants have a weighted average remaining term of 3.88 The following is a summary of common stock warrant activity during the year ended December 31, 2022. Number of Weighted Balance, December 31, 2021 87,758 $ 346.25 Granted 359,491 57.75 Exercised (3,780 ) 206.00 Forfeited/ Expired (47,362 ) 237.50 Balance, December 31, 2022 396,107 $ 57.25 As of December 31, 2022, the outstanding warrants have a weighted average remaining term of 3.99 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Commitments: Leases The Company determines whether an arrangement is a lease at inception. The Company has operating leases for certain manufacturing, laboratory, office facilities and certain equipment. The leases have remaining lease terms of less than one ten years Lease expense for these leases is recognized on a straight-line basis over the lease term. For the twelve months ended December 31, total lease costs are comprised of the following: Summary of Lease Expense Recognized on Straight-line Basis Over Lease Term (Dollars in thousands) 2023 2022 Operating lease cost $ 238 $ 202 Short-term lease cost — — Total net lease cost $ 238 $ 202 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. Supplemental cash flows information related to leases for the twelve months ended December 31 was as follows: Summary of Cash Flow Information Related to Leases (Dollars in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 234 $ 197 Non-Cash Activity Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 403 $ 20 Supplemental balance sheet information for the twelve months ended December 31 was as follows: Summary of Balance Sheets Information (Dollars in thousands, except lease term and discount rate) 2023 2022 Operating leases: Operating lease ROU asset $ 431 $ 233 Current operating lease liabilities $ 220 $ 161 Non-current operating lease liabilities 216 84 Total operating lease liabilities $ 436 $ 245 Operating leases: ROU assets $ 1,058 $ 655 Asset lease expense (627 ) (422 ) ROU assets, net $ 431 $ 233 Weighted Average Remaining Lease Term (in years): Operating leases 4.38 1.5 Weighted Average Discount Rate: Operating leases 8.04 % 3.83 % Maturities of operating lease liabilities are as follows for the year ending December 31: Schedule of Maturity of Operating Lease Liabilities (Dollars in thousands) 2023 2024 $ 247 2025 79 2026 29 2027 29 2028 29 Thereafter 116 Total lease payments 529 Less: imputed interest (93 ) Total lease obligations 436 Less: current obligations (220 ) Long-term lease obligations $ 216 As of December 31, 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 $ 3.4 560 3.4 251 10.3 9.2 1.0 936 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 7.9 The referenced pre-paid fees of approximately $ 464 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. 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 0.07 363 342 Legal Services During the years ended December 31, 2023 and December 31, 2022, the Company incurred $ 2 22 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 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 year ended December 31, 2023 was $ 0 0 John Belizaire, the Company’s Chief Executive Officer, 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 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 16. 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) 2022 Product revenue $ 1,799 Cost of sales 728 Research and development 398 Selling, general, and administrative 573 Other income, net - Income from discontinued operations before the gain on disposal and income taxes 100 Pretax gain on sale of MTI Instruments 7,751 Income tax benefit 70 Net income from discontinued operations $ 7,921 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 | 12 Months Ended |
Dec. 31, 2023 | |
Project Marie | |
PROJECT MARIE | 17. PROJECT MARIE As previously disclosed in Footnotes 1 and 9, 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 3.4 740 251 1.0 9.2 3.4 251 10.3 9.2 1.0 936 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 year ended December 31, 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) Year Ended December 31, 2023 Year Ended December 31, 2022 Cryptocurrency mining revenue $ 769 $ 10,028 Data hosting revenue 276 4,131 Total revenue 1,045 14,159 Operating costs: Cost of cryptocurrency mining revenue, exclusive of depreciation 801 6,048 Cost of revenue-depreciation 136 7,813 Data hosting costs 205 3,518 General and administrative expense 379 561 Impairment on fixed assets 43 17,940 Operating loss (519 ) (21,721 ) Interest expense 1,394 1,702 Loss on sale of fixed assets 332 1,623 Other expense, net 1,041 - Net loss before income taxes $ (3,286 ) $ (25,046 ) |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITY | 18. 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 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: Schedule of Variable Interest Entities of Assets and Liabilities (Dollars in thousands) December 31, 2023 December 31, 2022 Current assets: Cash and restricted cash $ 2,275 $ 15 Accounts receivable 1,246 - Related party receivable- intercompany Other receivable- current - 247 Due from- intercompany 235 - Total current assets 3,756 262 Other assets- long term 2,172 - Property, plant, and equipment 13,712 13,673 Total assets $ 19,640 $ 13,935 Current liabilities: Due from – intercompany $ - $ 241 Related party payable- intercompany Accounts payable 95 - Accrued expense 677 - Current portion of debt Total current liabilities 772 241 Customer deposits- long term 1,190 - Other long-term liabilities 224 - Total liabilities $ 2,186 $ 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 DVCC 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 DVCC is a variable interest entity of Soluna due to DVCC 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 DVCC’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 DVCC that most significantly impact the performance of the Company due to its role as the manager handling the day-to-day activities of DVCC as well as majority ownership of and has the obligation to absorb losses or gains of DVCC that could be significant to Soluna. Accordingly, the accounts of DVCC are consolidated in the accompanying financial statements. The carrying amount of the VIE’s assets and liabilities was as follows for DVCC: Schedule of Variable Interest Entities of Assets and Liabilities (Dollars in thousands) December 31, 2023 December 31, 2022 Current assets: Cash and restricted cash $ 2,575 $ - Accounts receivable 254 - Related party receivable- intercompany 577 - Total current assets 3,406 - Other assets- long term 2,172 - Property, plant, and equipment 22,188 - Total assets $ 27,766 $ - Current liabilities: Accounts payable $ 138 $ - Accrued expense 2,214 - Due to intercompany 151 Related party payable- intercompany 1,108 - Current portion of debt 1,681 - Total current liabilities 5,292 - Total liabilities $ 5,292 $ - |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 19. 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 generated revenue from contracts for the provision/consumption of electricity and operation of the data center from the Company’s high performance computing facilities previously at Project Marie and currently from Project Sophie and Project Dorothy. For the year December 31, 2023 and 2022, approximately 0 5 7 41 28 54 65 0 3 100 30 0 67 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 years ended December 31, 2023 and 2022, and reconciles to net loss on the consolidated statements of operations: Schedule of Segment Reporting Information 2023 2022 (Dollars in thousands) Years Ended December 31, 2023 2022 Reportable segment revenue: Cryptocurrency mining revenue $ 10,602 $ 24,409 Data hosting revenue 10,196 4,138 Demand response service revenue 268 - Total segment and consolidated revenue 21,066 28,547 Reportable segment cost of revenue: Cost of cryptocurrency mining revenue, exclusive of depreciation 6,365 14,226 Cost of data hosting, exclusive of depreciation 5,601 3,572 Cost of revenue- depreciation 3,863 18,708 Total segment and consolidated cost of revenues 15,829 36,506 Reconciling items: General and administrative expenses 24,903 28,709 Impairment on fixed assets 575 47,372 Impairment on equity investment - 750 Interest expense 2,748 8,375 Loss on debt extinguishment and revaluation, net 3,904 11,130 Loss on sale of fixed assets 398 4,089 Other expense (income), net 1,479 (22 ) Income tax benefit from continuing operations (1,067 ) (1,346 ) Net loss from continuing operations (27,703 ) (107,016 ) Income before income taxes from discontinued operations (including gain on sale of MTI Instruments of $ $ 7,751 - 7,851 Income tax benefit from discontinued operations - 70 Net income from discontinued operations - 7,921 Net loss (27,703 ) (99,095 ) (Less) Net income (loss) attributable to non-controlling interest 1,498 (380 ) Net loss attributable to Soluna Holdings, Inc. $ (29,201 ) $ (98,715 ) Capital expenditures 12,705 63,684 Depreciation and amortization 13,376 28,214 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events Convertible Debt Fourth Amendment Agreement On February 28, 2024 the Company and the Purchasers entered into a Fourth Amendment Agreement to amend the Notes, SPA and related agreements (collectively, the “Transaction Documents”) to facilitate future financings by the Company by amending the Transaction Documents as follows: The Company shall be permitted undertake at-the-market transactions in the future provided: ● No Event of Default shall have occurred and be continuing under the Notes; and ● The market price of the shares of common stock shall be at least the At-the-Market (“ATM”) Floor Price. ATM Floor Price means $10 per share initially, which is reduced to $8 per share six months after the ATM is effective and $6 per share 12 months after the after the effective date of the ATM. In addition, the Company will be permitted to unilaterally extend the maturity date of the Notes for two 3-Month extensions if prior to the then in effect maturity date the Company gives notice to the Purchasers and increases the principal amount of the Notes on the date of each such extension by two percent ( 2 In consideration of the foregoing, the Company will: ● Reduce the conversion price of the Notes to $ 3.78 ● The Purchasers will receive an aggregate of 850,000 0.01 ● An aggregate of 320,005 3.78 3.78 ● An aggregate of 478,951 6.00 For every one Repriced Warrant exercised by a Purchaser, such Purchaser shall receive 1.36 new five year warrants with an exercise price of $0.01, 1.6 new five year warrants with an exercise price of $4.20, and 1.6 new five year warrants with an exercise price of $5.70. Pursuant to additional agreements with holders of another 51,618 530,569 Because the foregoing will result in the issuance of more than 20 5 |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, SCI., as well the Company’s variable interest entities disclosed in Note 18. 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 every 25 issued and outstanding shares of the Company common stock was converted automatically into one share of the Company’s common stock without any change in the par value per share 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 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 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. |
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. Correction of an Error While preparing the Company’s Form 10-K for the year ended December 31, 2023, the Company identified the following errors related to the presentation of basic and diluted Earnings Per Share (“EPS”) in its historical filing for the year ended December 31, 2022, and for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023: ● Inclusion of the net income/loss from noncontrolling interest in the numerator; ● Inclusion of the cumulative undeclared preferred dividends in the numerator; ● Exclusion of shares issuance for little or no cash consideration (ie: penny warrants) in the denominator. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impacts were not material to any prior annual or 10-Q report, but that correcting the cumulative impact of such errors would be significant to our EPS for the year ended December 31, 2023. Accordingly, the Company has corrected such immaterial errors by adjusting its December 31, 2022 consolidated statement of operations related to the calculation of earnings per share. The Company will also correct previously reported interim financial information for such immaterial errors in future filings, as applicable. The following summarizes the effect of the revision on each financial statement line item. The following analysis provides a comparison amongst the basic and diluted EPS as reported on the Form 10-K for the year ended December 31, 2022, and the final revised basic and diluted EPS calculation to correct all identified errors: Schedule of Error Corrections of Basic and Diluted EPS As reported As revised Change Basic and Diluted net loss per share from continuing operations $ (185.39 ) $ (187.63 ) $ (2.24 ) Basic and Diluted net income per share from discontinued operations 13.22 13.22 - Basic and Diluted net loss per share $ (172.17 ) $ (174.41 ) $ (2.24 ) (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for- 25 that became effective October 13, 2023. See Note 2, “Accounting Policies,” for details. The following analysis provides a comparison amongst the basic and diluted EPS as reported on the Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, and the final revised basic and diluted EPS calculation to correct all identified errors: As reported for the three months ended March 31, 2023 (1) As revised Change Basic and Diluted net loss per share $ (8.74 ) $ (10.30 ) $ (1.56 ) For the three months ended June 30, 2023 For the six months ended June 30, 2023 (1) As Reported As Revised Change (1) As Reported As Revised Change Basic and Diluted net loss per share $ (8.44 ) $ (9.54 ) $ (1.10 ) $ (17.14 ) $ (19.74 ) $ (2.60 ) (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for- 25 that became effective October 13, 2023. See Note 2, “Accounting Policies,” for details. For the three months ended September 30, 2023 For the nine months ended September 30, 2023 As Reported As Revised Change As Reported As Revised Change Basic and Diluted net loss per share $ (4.40 ) $ (5.96 ) $ (1.56 ) $ (20.11 ) $ (24.16 ) $ (4.05 ) |
Use of Estimates | Use of Estimates The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives as follows: Schedule of Property Plant and Equipment Estimated Useful Lives Leasehold improvements Lesser of the life of the lease or the useful life of the improvement Computers and related software 3 5 Cryptocurrency miners 3 Machinery and equipment 8 15 Office furniture, equipment and fixtures 2 10 Buildings 30 40 Purchased pre-fabricated buildings 15 20 Significant additions or improvements extending assets’ useful lives are capitalized; normal maintenance and repair costs are expensed as incurred. The costs of fully depreciated assets remaining in use are included in the respective asset and accumulated depreciation accounts. When items are sold or retired, related gains or losses are included in net (loss) income. |
Intangible assets | Intangible assets Intangible assets include the Strategic Pipeline Contract with an estimated useful life of 5 5 15 25 |
Income Taxes | Income Taxes The Company is subject to income taxes in the U.S. (federal and state). As part of the process of preparing our consolidated financial statements, the Company calculates income taxes for each of the jurisdictions in which the Company operates. This involves estimating actual current taxes due together with assessing temporary differences resulting from differing treatment for tax and accounting purposes that are recorded as deferred tax assets and liabilities, loss carryforwards and tax credit carryforwards, for which income tax benefits are expected to be realized in future years. A valuation allowance has been established to reduce deferred tax assets, if it is more likely than not that all, or some portion, of such deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in the period that includes the enactment date. Significant management judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against the Company’s net deferred tax assets. The Company considers all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income amongst other items in determining the Company’s valuation allowance. In addition, the Company’s assessment requires the Company 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 accounts for taxes in accordance with the asset and liability method of accounting for income taxes. Under this method, the Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution The Company is currently subject to audit in various jurisdictions, and these jurisdictions may assess additional income tax liabilities against us. Developments in an audit, litigation, or in applicable laws, regulations, administrative practices, principles, and interpretations could have a material effect on the Company’s operating results or cash flows in the period or periods in which such developments occur, as well as for prior and in subsequent periods. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating the Company’s provision and accruals for these taxes. There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. The Company’s effective tax rates could be affected by numerous factors, such as intercompany transactions, earnings being lower than anticipated in jurisdictions where the Company has lower statutory rates and higher than anticipated in jurisdictions where the Company has higher statutory rates, the applicability of special tax regimes, losses incurred in jurisdictions for which the Company is not able to realize the related tax benefit, changes in foreign currency exchange rates, entry into new businesses and geographies, changes to its existing businesses and operations, acquisitions and investments and how they are financed, changes in the Company’s stock price, changes in its deferred tax assets and liabilities and their valuation, and changes in the relevant tax, accounting, and other laws, regulations, administrative practices, principles, and interpretations. |
Equity Investment – Harmattan Energy Limited | Equity Investment – Harmattan Energy Limited The Company owns approximately 1.79 0 |
Equity Investments without Readily Determinable Fair Values | Equity Investments without Readily Determinable Fair Values Our equity investment in HEL is accounted for under the measurement alternative. Equity securities measured and recorded using the measurement alternative are recorded at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. Adjustments resulting from impairments and observable price changes are recorded in the income statement. There was an impairment recognized for the full amount of $ 750 |
Equity Method Investments | Equity Method Investments The Company’s consolidated net income or loss will include our proportionate share, if any, of the net income or loss of our equity method investee. When the Company records its proportionate share of net income, it increases equity income (loss), net in our consolidated statements of operations and our carrying value in that investment. Conversely, when the Company records its proportionate share of a net loss, it decreases equity income (loss), net in our consolidated statements of operations and our carrying value in that investment. When the Company’s carrying value in an equity method investee company has been reduced to zero, no further losses are recorded in the Company’s financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. As of December 31, 2023, the Company owned approximately 47.5 75,049,937 240,000,000 0 |
Variable Interest Entities | Variable Interest Entities Variable Interest Entities (“VIEs”) are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities independently, or (ii) have equity holders that do not have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the entity’s expected losses, or the right to receive the entity’s expected residual returns. The Company consolidates a VIE when it is the primary beneficiary, which is the party that has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) through its interests in the VIE, the obligation to absorb expected losses or the right to receive expected benefits from the VIE that could potentially be significant to the VIE. The Company consolidates the accounts of Soluna DVSL ComputeCo, LLC (“DVSL”) and Soluna DV ComputeCo, LLC (“DVCC”), each a VIE. The Company held a 67.8 14.6 100 51 |
Non-Controlling Interests | Non-Controlling Interests The ownership interest held by owners other than the Company in less than wholly-owned subsidiaries are classified as non-controlling interests. The value attributable to the non-controlling interests is presented on the consolidated balance sheets separately from the equity attributable to the Company. Net income (loss) attributable to non-controlling interests are presented separately on the consolidated statements of operations and consolidated statements of comprehensive income, respectively. |
Fair Value Measurement | Fair Value Measurement The estimated fair value of certain financial instruments, including cash, accounts receivable and short-term debt approximates their carrying value due to their short maturities and varying interest rates. “Fair value” is the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation methods, the Company is required to provide the following information according to the fair value accounting standards. These standards established a fair value hierarchy as specified that ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities are classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities, which includes listed equities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. These items are typically priced using models or other valuation techniques. These models are primarily financial industry-standard models that consider various assumptions, including the time value of money, yield curves, volatility factors, as well as other relevant economic measures. Level 3: These use unobservable inputs that are not corroborated by market data. These values are generally estimated based upon methodologies utilizing significant inputs that are generally less observable from objective sources. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. On October 25, 2021, pursuant to a securities purchase agreement dated October 20, 2021 (the “SPA), the Company issued to certain accredited investors Class A, Class B and Class C common stock purchase warrants (collectively, the “Warrants”) to purchase up to an aggregate of 71,043 312.50 375 450 As noted in Note 9, the Company entered into an Addendum and Addendum Amendment in which the Company surrendered their Class B and Class C warrants in July and September 2022, in exchange for Class D common stock purchase warrants at an exercise price of $ 87.50 112.50 137.50 187.50 56.00 54.50 53.25 52.00 240,000 12.50 80,000 20.00 4.20 4.03 Any modifications of the warrants were subsequently revalued, including the warrants attached to the Third Amendment on November 20, 2023, see Note 9 for details. Inherent in a Black-Scholes simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from its traded warrants and historical volatility of select peers’ common stock with a similar expected term of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield on the grant date with a maturity similar to the expected remaining term of the warrants. The expected term of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company expects to remain at zero. The warrants were collectively classified as a Level 3 measurement within the fair value hierarchy because these valuation models involve the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility which was developed based on the historical volatility of a publicly traded set of peer companies. The following table represents the significant fair value assumptions used for warrants issued or repriced during the years ended December 31, 2023 and 2022: Schedule of Fair Value Assumptions For Warrants Issued 2023 2022 Stock price (1) $ 2.93 5.00 $ 14.25 259.25 Exercise price (1) $ 0.01 20.00 $ 19.00 331.50 Expected term in years 1.16 5.00 2.00 5.00 Expected dividend yield 0.00 % 0.00 % Volatility 108.50 140 % 125 150 % Risk-free interest rate 3.36 5.25 % 1.18 4.41 % (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for- 25 Following the debt extinguishment on July 19, 2022 as noted further in Note 9, 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. The Company had a subsequent Addendum Amendment on September 13, 2022, a Second Amendment on May 11, 2023, and a Third Amendment on November 20, 2023, which each caused a revaluation of the fair value on the executed Addendum Amendment, Second Amendment, and Third Amendment date. 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. For the year-ended December 31, 2022 and 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 year-end. The Company determined the fair value of the Convertible Notes uses certain Level 3 inputs. The following table represents the significant and subjective fair value assumptions used for Convertible Notes during the years ended December 31, 2023 and 2022: Schedule of Fair Value Assumptions For Convertible Notes 2023 2022 Stock price (1) $ 3.60 6.75 $ 6.5 Conversion price (1) $ 3.78 7.99 $ 7.99 Volatility 87.50 150 % 65 105 % Risk-free interest rate 4.64 5.50 % 4.12 4.76 % (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for- 25 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- May 11 2023) (1,344 ) Total revaluation losses 30 Balance, May 11, 2023 (date of Second Amendment) 10,940 Conversions of Debt (May 11, 2023-November 19, 2023) (1,550 ) Total revaluation losses 1,569 Balance November 20, 2023 (date of Third Amendment) $ 10,959 Financial liabilities , Beginning balance $ 10,959 Conversions of debt (November 20, 2023- December 31, 2023) (3,069 ) Conversions of debt (3,069 ) Total revaluation losses 584 Total revaluation (gains) losses 584 Balance December 31, 2023 $ 8,474 Financial liabilities, Ending balance $ 8,474 Consistent with the guidance in purchase accounting, the value of the pipeline of certain cryptocurrency mining projects previously owned by HEL acquired in the Soluna Callisto acquisition in October 2021 as of the acquisition date was estimated using an expected value approach, which probability-weights various future outcomes and uses certain Level 3 inputs. Included in those inputs are the following key assumptions: expected growth in share price at a risk-free rate in the risk-neutral framework based on U.S. Treasury Rates as of the valuation date, volatility of share price based on historical equity volatilities of comparable companies over a lookback period, assessments associated with qualified projects based on assessment on timing of payments and assessment of active megawatt scenarios and the associated probabilities. The resulting amounts are then discounted to present value through use of a discount rate that considers, among other things, the risk of the payments, credit risk of the Company, and overall weighted average cost of capital of the acquired business. The resulting calculations resulted in an estimated fair value of the acquired assets and consideration paid in common stock of approximately $ 33 3.5 |
Revenue Recognition | Revenue Recognition Cryptocurrency Mining Revenue The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principles of the revenue standard are that a company should recognize revenue to depict the transfer of promised good or services to customers in an amount that reflects the consideration to which the company expects to be entitled for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time. Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency where the Company is registered at the time of receipt. The mined cryptocurrency is immediately paid to the Coinbase and Bittrex wallet. Cryptocurrency is converted to U.S. dollars nearly everyday, as SCI is not in the business of accumulating material amounts of cryptocurrency on its balance sheet. Data center hosting The Company has entered customer hosting contracts whereby the Company provides electrical power and network connectivity to cryptocurrency mining customers, and the customers pay a stated amount per megawatt-hour (“MWh”) (“Contract Capacity”), a fixed rate, as well as a percentage of the profit share of net income from the customer’s mining operations. The actual monthly amounts are calculated after the close of each month and billed the customer. If any shortfalls due to outages are experienced, service level credits may be made to customers to offset outages which prevented them from cryptocurrency mining. Customer contract security deposits are reflected as other liabilities and are made at the time the contract is signed and held until the conclusion of the contract relationship Deferred revenue is primarily from advance monthly payments received and revenue is recognized when service is completed. Demand Response Service The Company provides emergency demand response solutions to ERCOT pursuant to a contractual commitment over defined service delivery periods. This contract includes a single promise to stand ready, on a monthly basis, to deliver a set amount of curtailment (committed capacity) per month when and if called upon by ERCOT. The Company has concluded this represents a series of distinct monthly services that are substantially the same, with the same pattern of transfer to the customer. Accordingly, the monthly promise to stand ready is accounted for as a single performance obligation. The Company is the principal in these arrangements as it has control over the services prior to those services being transferred to the customer. Capacity fees are paid to the Company by ERCOT for its stand ready commitment to curtail MWs and are typically based on the Company’s ability to deliver the committed capacity throughout the contractual delivery period. In general, if the Company fails to curtail the contracted MW during energy or emergency dispatches, the MW shortfall results in a penalty that could require the Company to reduce the fees paid by the customer during the contract period. In order to determine the transaction price, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. These estimates consider i) the contractual rate per MW, and ii) historical performance. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. In the event of an emergency dispatch, any earned energy fees are associated and allocated to the specific month of performance, as these fees meet the criteria to allocate variable consideration to a distinct monthly service within a series of distinct services that comprise the single performance obligation. Therefore, energy fees are recognized in the month in which the Company is called upon to deliver on its stand-ready obligation to curtail capacity. The Company believes that an output measure based on the monthly contractual MW stand-ready obligation is the best representation of the “transfer of value” to the customer. Accordingly, the Company recognizes monthly revenue based on the proportion of committed stand-ready capacity obligation that has been fulfilled to date. |
Cost of Cryptocurrency Mining and Data Center Hosting Revenue | Cost of Cryptocurrency Mining and Data Center Hosting Revenue Cost of cryptocurrency mining and data center hosting revenue includes direct utility costs as well as overhead costs that relate to the operations of SCI’s cryptocurrency mining facility. |
Accounts Receivable and Allowance | Accounts Receivable and Allowance The Company’s accounts receivable balance consists of amounts due from its data center hosting customers and receivables for demand response services. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. The Company determines the allowance based on historical write-off experience and current exposures identified. The Company reviews its allowance for potentially uncollectible accounts under CECL monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis by type of receivable. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. The Company does not have any off balance-sheet credit exposure related to its customers. Bad debts are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in G eneral and administrative expenses |
Notes Receivable | Notes Receivable The Company’s notes receivable consists of loans made by the Company, who serves as the debt holder, to different entities, serving as borrowers. The Company accounts for its notes receivable in accordance with ASC Topic 310, Receivables (“ASC 310”). In accordance with ASC 310, notes receivable are reported on the balance sheet at their amortized cost basis. The amortized cost basis is the amount at which a financing receivable or investment is originated or acquired, adjusted for applicable accrued interest, accretion, or amortization of premium, discount, and net deferred fees or costs, or other adjustments. The Company’s notes receivable were all issued at their respective principal amounts. Interest income will be recognized based on the contractual rate in the loan agreement and any premium/discount will be amortized to interest income using the effective interest rate method. The Company does not currently maintain a loan loss allowance as it has not experienced any such losses in historical periods and does not anticipate future losses. The Company evaluates any potential need for loan loss reserves on a periodic basis based on relevant internal and external factors that affect loan collectability, including the amount of outstanding loans owed to the Company, current collection patterns and current economic trends. As these conditions change, the Company may need to record allowances in future periods. |
Employee Receivables | Employee Receivables Certain employees have a receivable due to the Company based on their stock-based awards, in which $ 110 120 13 26 97 94 |
Deposits and Credits on equipment | Deposits and Credits on equipment As of December 31, 2023 and December 31, 2022, the Company had approximately $ 1.0 1.2 975 |
Long-Lived Assets | Long-Lived Assets The Company accounts for impairment or disposal of long-lived assets, which include property, plant, and equipment and also finite-lived intangible assets, in accordance with accounting standards that address the financial accounting and reporting for the impairment or disposal of long-lived assets, specify how impairment will be measured, and how impaired assets will be classified in the consolidated financial statements. On a quarterly basis, the Company analyzes the status of its long-lived assets at each subsidiary for potential impairment. Recoverability of assets to be held and used are measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. Because the impairment test for long-lived assets held in use is based on estimated undiscounted cash flows, there may be instances where an asset or asset group is not considered impaired, even when its fair value may be less than its carrying value, because the asset or asset group is recoverable based on the cash flows to be generated over the estimated life of the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended December 31, 2023 and 2022, the Company has impaired approximately $ 575 47.4 no |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid short-term investments with original maturities of less than three months. |
Restricted Cash | Restricted Cash 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 December 31, 2023, the Company had restricted cash of approximately $ 4.0 3.0 1.0 685 |
Net (loss) Income per Share | Net (loss) Income per Share The Company computes basic income per common share by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted income per share reflects the potential dilution, if any, computed by dividing income 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. |
Share-Based Payments | Share-Based Payments The Company grants options to purchase our common stock and awards restricted stock to our employees and directors under our equity incentive plans. The benefits provided under these plans are share-based payments and the Company accounts for stock-based awards exchanged for employee service in accordance with the appropriate share-based payment accounting guidance. Stock-based compensation represents the cost related to stock-based awards granted to employees and directors. The Company measures stock-based compensation cost at grant date based on the estimated fair value of the award and recognizes the cost as expense on a straight-line basis in accordance with the vesting of the options (net of estimated forfeitures) over the option’s requisite service period. The Company estimates the fair value of stock-based awards on the grant date using a Black-Scholes valuation model. The Company uses the fair value method of accounting with the modified prospective application, which provides for certain changes to the method for valuing share-based compensation. The valuation provisions apply to new awards and to awards that are outstanding on the effective date and subsequently modified. Under the modified prospective application, prior periods are not revised for comparative purposes. Stock-based compensation expense is recorded in the lines titled “Cost of cryptocurrency mining revenue,” “Cost of data hosting revenue,” and “Selling, general and administrative expenses” in the Consolidated Statements of Operations based on the employees’ respective functions. The Company records deferred tax assets for awards that potentially can result in deductions on the Company’s income tax returns based on the amount of compensation cost that would be recognized upon issuance of the award and the Company’s statutory tax rate. All income tax effects of awards, including excess tax benefits, recognized on stock-based compensation expense are reflected in the Consolidated Statements of Operations as a component of the provision for income taxes on a prospective basis. The determination of the fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate, and expected dividends. Theoretical valuation models and market-based methods are evolving and may result in lower or higher fair value estimates for share-based compensation. The timing, readiness, adoption, general acceptance, reliability, and testing of these methods is uncertain. Sophisticated mathematical models may require voluminous historical information, modeling expertise, financial analyses, correlation analyses, integrated software and databases, consulting fees, customization, and testing for adequacy of internal controls. For purposes of estimating the fair value of stock options granted using the Black-Scholes model, the Company uses the historical volatility of its stock for the expected volatility assumption input to the Black-Scholes model, consistent with the accounting guidance. The risk-free interest rate is based on the risk-free zero-coupon rate for a period consistent with the expected option term at the time of grant. The expected option term is calculated based on our historical forfeitures and cancellation rates. The fair value of restricted stock awards is based on the market close price per share on the grant date. The Company expenses the compensation cost of these awards as the restriction period lapses, which is typically a one- to three-year service period to the Company. The shares represented by restricted stock awards are outstanding at the grant date, and the recipients are entitled to voting rights with respect to such shares upon issuance. |
Notes payable | Notes payable The Company records notes payable net of any discount or premiums. Discounts and premiums are amortized as interest expense or income over the life of the note in such a way as to result in a constant rate of interest when applied to the amount outstanding at the beginning of any given period. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that subject the Company to concentrations of credit risk principally consist of cash equivalents and trade accounts receivable. The Company’s trade accounts receivable are from data hosting revenue with the Company’s customers throughout the year. The Company does not require collateral and has not historically experienced significant credit losses related to receivables from individual customers or groups of customers in any particular industry or geographic area. The Company requires that hosting customers make a prepayment of the next month’s estimated expenses or make a security deposit to the Company. The Company has cash deposits in excess of federally insured limits but does not believe them to be at risk. |
Other Comprehensive Income | Other Comprehensive Income The Company had no other comprehensive income items for the years ended December 31, 2023 and 2022. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liability on our consolidated balance sheets. The Company did not have any finance leases as of December 31, 2023 or December 31, 2022. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU assets also include any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate its leases when it is reasonably certain that the Company will exercise those options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For real estate leases, the Company accounts for lease components together with non-lease components (e.g., common-area maintenance). |
Accounting Updates Effective for fiscal year 2023 | 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 provides an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost. This standard should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. This standard will be effective for the Company for annual and interim reporting periods beginning on or after December 15, 2022, and while early adoption is permitted, the Company does not expect to elect that option. This standard has been adopted as of January 1, 2023, and did not have any material impact for the Company’s operations. The Company will continue to evaluate if any changes occur subsequently and properly record and disclose in relation to Topic 326. |
Accounting Updates Not Yet Effective | Accounting Updates Not Yet Effective Improvements to Reportable Segment Disclosures In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvement to Reportable Segment Disclosures Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Accounting Policies (Tables)
Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections of Basic and Diluted EPS | The following analysis provides a comparison amongst the basic and diluted EPS as reported on the Form 10-K for the year ended December 31, 2022, and the final revised basic and diluted EPS calculation to correct all identified errors: Schedule of Error Corrections of Basic and Diluted EPS As reported As revised Change Basic and Diluted net loss per share from continuing operations $ (185.39 ) $ (187.63 ) $ (2.24 ) Basic and Diluted net income per share from discontinued operations 13.22 13.22 - Basic and Diluted net loss per share $ (172.17 ) $ (174.41 ) $ (2.24 ) (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for- 25 that became effective October 13, 2023. See Note 2, “Accounting Policies,” for details. The following analysis provides a comparison amongst the basic and diluted EPS as reported on the Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, and the final revised basic and diluted EPS calculation to correct all identified errors: As reported for the three months ended March 31, 2023 (1) As revised Change Basic and Diluted net loss per share $ (8.74 ) $ (10.30 ) $ (1.56 ) For the three months ended June 30, 2023 For the six months ended June 30, 2023 (1) As Reported As Revised Change (1) As Reported As Revised Change Basic and Diluted net loss per share $ (8.44 ) $ (9.54 ) $ (1.10 ) $ (17.14 ) $ (19.74 ) $ (2.60 ) (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for- 25 that became effective October 13, 2023. See Note 2, “Accounting Policies,” for details. For the three months ended September 30, 2023 For the nine months ended September 30, 2023 As Reported As Revised Change As Reported As Revised Change Basic and Diluted net loss per share $ (4.40 ) $ (5.96 ) $ (1.56 ) $ (20.11 ) $ (24.16 ) $ (4.05 ) |
Schedule of Property Plant and Equipment Estimated Useful Lives | Property, plant and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives as follows: Schedule of Property Plant and Equipment Estimated Useful Lives Leasehold improvements Lesser of the life of the lease or the useful life of the improvement Computers and related software 3 5 Cryptocurrency miners 3 Machinery and equipment 8 15 Office furniture, equipment and fixtures 2 10 Buildings 30 40 Purchased pre-fabricated buildings 15 20 |
Schedule of Fair Value Assumptions For Warrants Issued | The following table represents the significant fair value assumptions used for warrants issued or repriced during the years ended December 31, 2023 and 2022: Schedule of Fair Value Assumptions For Warrants Issued 2023 2022 Stock price (1) $ 2.93 5.00 $ 14.25 259.25 Exercise price (1) $ 0.01 20.00 $ 19.00 331.50 Expected term in years 1.16 5.00 2.00 5.00 Expected dividend yield 0.00 % 0.00 % Volatility 108.50 140 % 125 150 % Risk-free interest rate 3.36 5.25 % 1.18 4.41 % (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 Fair Value Assumptions For Convertible Notes | The following table represents the significant and subjective fair value assumptions used for Convertible Notes during the years ended December 31, 2023 and 2022: Schedule of Fair Value Assumptions For Convertible Notes 2023 2022 Stock price (1) $ 3.60 6.75 $ 6.5 Conversion price (1) $ 3.78 7.99 $ 7.99 Volatility 87.50 150 % 65 105 % Risk-free interest rate 4.64 5.50 % 4.12 4.76 % (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 Changes in Level 3 Financial Liabilities Carried at Fair Value | 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- May 11 2023) (1,344 ) Total revaluation losses 30 Balance, May 11, 2023 (date of Second Amendment) 10,940 Conversions of Debt (May 11, 2023-November 19, 2023) (1,550 ) Total revaluation losses 1,569 Balance November 20, 2023 (date of Third Amendment) $ 10,959 Financial liabilities , Beginning balance $ 10,959 Conversions of debt (November 20, 2023- December 31, 2023) (3,069 ) Conversions of debt (3,069 ) Total revaluation losses 584 Total revaluation (gains) losses 584 Balance December 31, 2023 $ 8,474 Financial liabilities, Ending balance $ 8,474 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivables consist of the following at: Schedule of Accounts Receivable (Dollars in thousands) December 31, December 31, Data hosting $ 2,456 53 Related party receivable 8 247 Demand response service receivable 268 - Proprietary mining Coinbase receivable 216 20 Total $ 2,948 $ 320 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 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) December 31, December 31, Land and land improvements $ 1,538 $ 540 Buildings and leasehold improvements 25,369 6,410 Computers and related software 11,764 7,248 Machinery and equipment 9,054 3,310 Office furniture and fixtures 28 22 Construction in progress 1,111 26,175 Property,plant and equipment gross 48,864 43,705 Less: Accumulated depreciation (4,292 ) (1,496 ) Property,plant and equipment $ 44,572 $ 42,209 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following as of December 31, 2023: Schedule of Intangible Assets (Dollars in thousands) Intangible Assets Accumulated Total Strategic pipeline contract $ 46,885 $ 20,317 $ 26,568 Assembled workforce 500 216 284 Patents 165 10 155 Total $ 47,550 $ 20,543 $ 27,007 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 ending December 31, 2024 $ 9,485 2025 9,485 2026 7,905 2027 8 2028 8 Thereafter 116 Total $ 27,007 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | Income tax expense (benefit) for each of the years ended December 31 consists of the following: Schedule of Income Tax Expense (Dollars in thousands) 2023 2022 Federal $ — $ — State 40 42 Deferred (1,107 ) (1,388 ) Total $ (1,067 ) $ (1,346 ) |
Schedule of Deferred Income Tax Expense | The significant components of deferred income tax expense (benefit) from operations for each of the years ended December 31 consists of the following: Schedule of Deferred Income Tax Expense (Dollars in thousands) 2023 2022 Deferred tax expense (benefit) $ 2,566 $ (12,760 ) Net operating loss carry forward (9,813 ) (7,359 ) Valuation allowance 6,140 18,731 Deferred tax benefit (expense) $ (1,107 ) $ (1,388 ) |
Schedule of Effective Income Tax Rate | The Company’s effective income tax rate from operations differed from the Federal statutory rate for each of the years ended December 31 as follows: Schedule of Effective Income Tax Rate 2023 2022 Federal statutory tax rate 21 % 21 % Change in valuation allowance (15 ) (17 ) State taxes, net of federal benefit — — Expiration of stock option (1 ) — Loss on extinguishment of debt (1 ) (2 ) Other deferred Adjustments (1 ) (1 ) Tax rate 3 % 1 % |
Schedule of Deferred Tax Assets | Schedule of Deferred Tax Assets (Dollars in thousands) 2023 2022 Deferred tax assets: Accruals and reserves $ 274 $ 251 Net operating loss 28,951 19,137 Property, plant and equipment 5,777 10,093 Stock options 1,562 996 Research and development tax credit 227 174 Deferred tax assets 36,791 30,651 Valuation allowance (36,791 ) (30,651 ) Deferred tax assets, net of valuation allowance — — Deferred tax liabilities: Intangibles (7,779 ) (8,886 ) Deferred tax liabilities (7,779 ) (8,886 ) Deferred tax liabilities, net $ (7,779 ) $ (8,886 ) |
Schedule of Deferred Tax Asset Valuation Allowance | Schedule of Deferred Tax Asset Valuation Allowance (Dollars in thousands) 2023 2022 Valuation allowance, beginning of year $ 30,651 $ 11,921 Net operating (loss) income 9,813 7,361 Property, plant and equipment (4,316 ) 10,093 Stock options 566 996 Research and development credit 53 30 Accrued expenses 24 250 Valuation allowance, end of year $ 36,791 $ 30,651 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following at: Schedule of Accrued Liabilities (Dollars in thousands) December 31, December 31, Salaries, wages and related expenses $ 423 $ 178 Liability to shareholders for previous acquisition 363 363 Legal, audit, tax and professional fees 448 214 Sales tax accrual 575 - Real estate taxes accrual 1,166 - Hosting and utility fees 383 626 Interest payable 936 477 Dividend payable 7 243 Construction fees - 590 Membership distribution accrual 517 - Other 88 30 Total $ 4,906 $ 2,721 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Schedule of Debt (Dollars in thousands): Maturity Date Interest Rate December 31, December 31, Convertible Note July 25, 2024 * 18 % $ 8,474 $ 12,254 Less: discount from issuance of warrants - (475 ) Less: debt issuance costs - (42 ) Total convertible notes, net of discount and issuance costs $ 8,474 $ 11,737 * Default interest was waived on March 10, 2023, and no further interest applied on the Convertible Note for the remainder of the year. |
Schedule of Financing Debt | NYDIG Financing Schedule of Financing Debt (Dollars in thousands) Maturity Dates Interest Rate December 31, 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 (1,363 ) - Total outstanding debt $ 9,183 $ 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 December 31, Term Loan and capitalized interest May 9, 2025 15 % $ 2,254 Less: principal and capitalized interest payments (547 ) Less: debt issuance costs (25 ) Total outstanding debt 1,682 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023: Schedule of Reserved Shares of Common Stock for Future Issuance Stock options outstanding ( 1 ) 52,393 Restricted stock units outstanding ( 1 ) 9,612 Warrants outstanding ( 1 ) 1,148,269 Common stock available for future equity awards or issuance of options ( 1 ) 523,716 Number of common shares reserved 1,733,990 (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Net (loss) income per Share (Ta
Net (loss) income per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Basic and Diluted (loss) earnings per common share (1): | |
Schedule of Basic and Diluted Per Share Computations for Continuing Operations | The following table sets forth the reconciliation of the numerators and denominators of the basic and diluted per share computations for continuing operations for the years ended December 31: Schedule of Basic and Diluted Per Share Computations for Continuing Operations (Dollars in thousands, except shares) 2023 2022 Numerator: Net loss from continuing operations $ (27,703 ) $ (107,016 ) (Less) Net income (loss) attributable to non-controlling interest 1,498 (380 ) Net income from discontinued operations - 7,921 Net loss attributable to Soluna Holdings, Inc. $ (29,201 ) $ (98,715 ) Less: Preferred Dividend (421 ) (4,088 ) Less: Cumulative Preferred Dividends in arrears (6,888 ) (1,722 ) Balance $ (36,510 ) $ (104,525 ) Denominator: Basic and Diluted EPS: Common shares outstanding, beginning of period 747,837 550,168 Weighted average common shares issued during the period including penny warrants issued and outstanding as of year-end 565,881 49,133 Denominator for basic earnings per common shares — Weighted average common shares 1,313,718 599,301 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Weighted Average for Options Granted | The following table presents the weighted-average assumptions used for options granted under the 2021 Plan: Schedule of Weighted Average for Options Granted 2022 Option term (years) 4.95 Volatility 110.21 % Unvested forfeiture rate 0.00 % Risk-free interest rate 3.93 % Dividend yield 0.00 % Weighted-average fair value per option granted $ 14.75 |
Schedule of Share Based Compensation Expense | Total share-based compensation expense, related to the Company’s share-based awards, recognized for the years ended December 31, was included within the representative group comprised as follows: Schedule of Share Based Compensation Expense 2023 2022 (Dollars in thousands) Cost of cryptocurrency mining revenue, exclusive of depreciation $ 300 $ 67 Cost of data hosting revenue, exclusive of depreciation 24 - General and administrative expenses, exclusive of depreciation and amortization 3,988 3,785 Share-based compensation expense $ 4,312 $ 3,852 |
Summary of Stock Option Activity | Presented below is a summary of the Company’s stock option activity for the Plans for the years ended December 31: Summary of Stock Option Activity 2023 2022 Shares under option, beginning 52,393 39,662 Granted - 21,564 Exercised - (7,097 ) Forfeited - (430 ) Expired/canceled - (1,306 ) Shares under option, ending 52,393 52,393 Options exercisable 45,276 38,158 The weighted average exercise price for the Company’s stock option activity for the Plans is as follows for each of the years ended December 31: 2023 2022 Shares under option, beginning $ 102.86 $ 136.00 Granted $ - $ 23.75 Exercised $ - $ 21.50 Forfeited $ - $ 259.75 Expired/canceled $ - $ 196.00 Shares under option, ending $ 102.86 $ 102.86 Options exercisable, ending $ 92.53 $ 78.25 |
Summary of Option Outstanding and Exercisable | The following table summarizes information for options outstanding and exercisable for the Plans as of December 31, 2023: Summary of Option Outstanding and Exercisable Outstanding Exercisable Weighted Average Weighted Weighted Average Weighted Remaining Average Remaining Average Exercise Price Range Number Contractual Life Exercise Price Number Contractual Life Exercise Price $ 17.50 30.00 25,409 3.88 $ 23.72 25,159 3.85 $ 23.78 $ 30.01 188.00 26,384 4.64 $ 175.11 19,717 4.39 $ 176.50 $ 188.01 277.50 600 7.23 $ 277.50 400 7.23 $ 277.50 52,393 4.30 $ 102.86 45,276 4.12 $ 92.53 |
Summary of Non Vested Restricted Stock | Non-vested restricted stock activity is as follows for the year ended December 31: Summary of Non Vested Restricted Stock 2023 2022 Non-vested restricted stock balance, beginning January 1 33,221 16,213 Non-vested restricted stock granted 20,000 29,017 Vested restricted stock — — Non-vested restricted stock exercised (35,336 ) (7,730 ) Non-vested restricted stock forfeited/expired (6,382 ) (4,279 ) Non-vested restricted stock balance, ending December 31 11,503 33,221 |
Summary of Weighted Average Fair Value Price Restricted Stock Activity | The weighted average fair value price for the Company’s restricted stock activity for the Plans is as follows for each of the years ended December 31: Summary of Weighted Average Fair Value Price Restricted Stock Activity 2023 2022 Restricted stock, beginning $ 208.83 $ 282.11 Granted $ 7.47 $ 180.55 Exercised $ 107.84 $ 245.22 Forfeited/ expired $ 112.55 $ 235.54 Restricted stock, ending $ 222.39 $ 208.83 |
Summary of Common Stock Warrant Activity | The following is a summary of common stock warrant activity during the year ended December 31, 2023. Summary of Common Stock Warrant Activity Number of Weighted Balance, December 31, 2022 396,107 $ 57.25 Granted 834,022 9.55 Exercised (81,726 ) 0.01 Forfeited/ Expired (134 ) 0.01 Balance, December 31, 2023 1,148,269 $ 24.21 The following is a summary of common stock warrant activity during the year ended December 31, 2022. Number of Weighted Balance, December 31, 2021 87,758 $ 346.25 Granted 359,491 57.75 Exercised (3,780 ) 206.00 Forfeited/ Expired (47,362 ) 237.50 Balance, December 31, 2022 396,107 $ 57.25 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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 twelve months ended December 31, total lease costs are comprised of the following: Summary of Lease Expense Recognized on Straight-line Basis Over Lease Term (Dollars in thousands) 2023 2022 Operating lease cost $ 238 $ 202 Short-term lease cost — — Total net lease cost $ 238 $ 202 |
Summary of Cash Flow Information Related to Leases | Supplemental cash flows information related to leases for the twelve months ended December 31 was as follows: Summary of Cash Flow Information Related to Leases (Dollars in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 234 $ 197 Non-Cash Activity Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 403 $ 20 |
Summary of Balance Sheets Information | Supplemental balance sheet information for the twelve months ended December 31 was as follows: Summary of Balance Sheets Information (Dollars in thousands, except lease term and discount rate) 2023 2022 Operating leases: Operating lease ROU asset $ 431 $ 233 Current operating lease liabilities $ 220 $ 161 Non-current operating lease liabilities 216 84 Total operating lease liabilities $ 436 $ 245 Operating leases: ROU assets $ 1,058 $ 655 Asset lease expense (627 ) (422 ) ROU assets, net $ 431 $ 233 Weighted Average Remaining Lease Term (in years): Operating leases 4.38 1.5 Weighted Average Discount Rate: Operating leases 8.04 % 3.83 % |
Schedule of Maturity of Operating Lease Liabilities | Maturities of operating lease liabilities are as follows for the year ending December 31: Schedule of Maturity of Operating Lease Liabilities (Dollars in thousands) 2023 2024 $ 247 2025 79 2026 29 2027 29 2028 29 Thereafter 116 Total lease payments 529 Less: imputed interest (93 ) Total lease obligations 436 Less: current obligations (220 ) Long-term lease obligations $ 216 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 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) 2022 Product revenue $ 1,799 Cost of sales 728 Research and development 398 Selling, general, and administrative 573 Other income, net - Income from discontinued operations before the gain on disposal and income taxes 100 Pretax gain on sale of MTI Instruments 7,751 Income tax benefit 70 Net income from discontinued operations $ 7,921 |
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) | 12 Months Ended |
Dec. 31, 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) Year Ended December 31, 2023 Year Ended December 31, 2022 Cryptocurrency mining revenue $ 769 $ 10,028 Data hosting revenue 276 4,131 Total revenue 1,045 14,159 Operating costs: Cost of cryptocurrency mining revenue, exclusive of depreciation 801 6,048 Cost of revenue-depreciation 136 7,813 Data hosting costs 205 3,518 General and administrative expense 379 561 Impairment on fixed assets 43 17,940 Operating loss (519 ) (21,721 ) Interest expense 1,394 1,702 Loss on sale of fixed assets 332 1,623 Other expense, net 1,041 - Net loss before income taxes $ (3,286 ) $ (25,046 ) |
VARIABLE INTEREST ENTITY (Table
VARIABLE INTEREST ENTITY (Tables) | 12 Months Ended |
Dec. 31, 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: Schedule of Variable Interest Entities of Assets and Liabilities (Dollars in thousands) December 31, 2023 December 31, 2022 Current assets: Cash and restricted cash $ 2,275 $ 15 Accounts receivable 1,246 - Related party receivable- intercompany Other receivable- current - 247 Due from- intercompany 235 - Total current assets 3,756 262 Other assets- long term 2,172 - Property, plant, and equipment 13,712 13,673 Total assets $ 19,640 $ 13,935 Current liabilities: Due from – intercompany $ - $ 241 Related party payable- intercompany Accounts payable 95 - Accrued expense 677 - Current portion of debt Total current liabilities 772 241 Customer deposits- long term 1,190 - Other long-term liabilities 224 - Total liabilities $ 2,186 $ 241 |
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 DVCC: Schedule of Variable Interest Entities of Assets and Liabilities (Dollars in thousands) December 31, 2023 December 31, 2022 Current assets: Cash and restricted cash $ 2,575 $ - Accounts receivable 254 - Related party receivable- intercompany 577 - Total current assets 3,406 - Other assets- long term 2,172 - Property, plant, and equipment 22,188 - Total assets $ 27,766 $ - Current liabilities: Accounts payable $ 138 $ - Accrued expense 2,214 - Due to intercompany 151 Related party payable- intercompany 1,108 - Current portion of debt 1,681 - Total current liabilities 5,292 - Total liabilities $ 5,292 $ - |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2023 and 2022, and reconciles to net loss on the consolidated statements of operations: Schedule of Segment Reporting Information 2023 2022 (Dollars in thousands) Years Ended December 31, 2023 2022 Reportable segment revenue: Cryptocurrency mining revenue $ 10,602 $ 24,409 Data hosting revenue 10,196 4,138 Demand response service revenue 268 - Total segment and consolidated revenue 21,066 28,547 Reportable segment cost of revenue: Cost of cryptocurrency mining revenue, exclusive of depreciation 6,365 14,226 Cost of data hosting, exclusive of depreciation 5,601 3,572 Cost of revenue- depreciation 3,863 18,708 Total segment and consolidated cost of revenues 15,829 36,506 Reconciling items: General and administrative expenses 24,903 28,709 Impairment on fixed assets 575 47,372 Impairment on equity investment - 750 Interest expense 2,748 8,375 Loss on debt extinguishment and revaluation, net 3,904 11,130 Loss on sale of fixed assets 398 4,089 Other expense (income), net 1,479 (22 ) Income tax benefit from continuing operations (1,067 ) (1,346 ) Net loss from continuing operations (27,703 ) (107,016 ) Income before income taxes from discontinued operations (including gain on sale of MTI Instruments of $ $ 7,751 - 7,851 Income tax benefit from discontinued operations - 70 Net income from discontinued operations - 7,921 Net loss (27,703 ) (99,095 ) (Less) Net income (loss) attributable to non-controlling interest 1,498 (380 ) Net loss attributable to Soluna Holdings, Inc. $ (29,201 ) $ (98,715 ) Capital expenditures 12,705 63,684 Depreciation and amortization 13,376 28,214 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||||||||||
Aug. 01, 2023 | Jan. 01, 2023 | Aug. 31, 2022 | Jul. 19, 2022 | Apr. 11, 2022 | Dec. 17, 2021 | Mar. 10, 2023 | Apr. 03, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 29, 2023 | Oct. 13, 2023 | Sep. 05, 2023 | May 09, 2023 | Feb. 23, 2023 | Jan. 31, 2023 | May 31, 2022 | Sep. 15, 2021 | |
Gain on sale of business | $ 7,751,000 | |||||||||||||||||
Maximum financing amount | $ 1,000,000 | |||||||||||||||||
Initial funding amount | $ 1,000,000 | |||||||||||||||||
Cash contribution | $ 12,100,000 | |||||||||||||||||
Number of common shares issued, value | 9,751,000 | |||||||||||||||||
Share price | $ 4 | $ 1 | ||||||||||||||||
Cash | 1,136,000 | $ 6,368,000 | ||||||||||||||||
Working capital | 112,000,000 | |||||||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | ||||||||||||||||||
Number of common shares issued, value | $ 774,000 | $ 886,000 | ||||||||||||||||
Number of common shares issued, shares | 103,183 | 117,097 | ||||||||||||||||
Warrant issued to purchase common stock | 206,367 | 234,195 | ||||||||||||||||
Share price | $ 7.50 | |||||||||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Number of common shares issued, value | $ 5,000,000 | |||||||||||||||||
Spring Lane [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||
Purchase price | $ 7,500,000 | |||||||||||||||||
NYDIG ABL LLC [Member] | ||||||||||||||||||
Value of collateralized assets repossessed | $ 3,400,000 | $ 3,400,000 | ||||||||||||||||
Outstanding principal balance | 9,200,000 | |||||||||||||||||
Accrued interest and penalities | $ 936,000 | |||||||||||||||||
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 Instruments [Member] | ||||||||||||||||||
Percentage of issued and outstanding common stock | 100% | |||||||||||||||||
Proceeds from sale of subsidiary | $ 9,400,000 | |||||||||||||||||
Consideration paid by purchase | 10,750,000 | |||||||||||||||||
Gain on sale of business | $ 7,800,000 | |||||||||||||||||
Soluna DVSL Compute Co LLC [Member] | ||||||||||||||||||
Ownership percentage | 14.60% | 14.60% | 68% | |||||||||||||||
Soluna DVSL Compute Co LLC [Member] | Spring Lane [Member] | ||||||||||||||||||
Ownership percentage | 85.40% | 32% | ||||||||||||||||
Soluna DV Compute Co LLC [Member] | ||||||||||||||||||
Ownership percentage | 51% | 51% | ||||||||||||||||
Soluna DV Compute Co LLC [Member] | Navitas West Texas Investments SPV LLC [Member] | ||||||||||||||||||
Ownership percentage | 49% | |||||||||||||||||
Project Dorothy [Member] | Spring Lane [Member] | ||||||||||||||||||
Ownership percentage | 32% |
Schedule of Error Corrections o
Schedule of Error Corrections of Basic and Diluted EPS (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||||||
Net loss from continuing operations per share Basic | [1] | $ (27.79) | $ (187.63) | ||||||||||
Net loss from continuing operations per share Diluted | [1] | (27.79) | (187.63) | ||||||||||
Net income from discontinued operations per share Basic | [1] | 13.22 | |||||||||||
Net income from discontinued operations per share Diluted | [1] | 13.22 | |||||||||||
Basic loss per share | $ (5.96) | $ (9.54) | $ (10.30) | $ (19.74) | $ (24.16) | (27.79) | [1] | (174.41) | [1] | ||||
Diluted loss per share | (5.96) | (9.54) | (10.30) | (19.74) | (24.16) | $ (27.79) | [1] | (174.41) | [1] | ||||
Previously Reported [Member] | |||||||||||||
Net loss from continuing operations per share Basic | [2],[3] | (185.39) | |||||||||||
Net loss from continuing operations per share Diluted | [2],[3] | (185.39) | |||||||||||
Net income from discontinued operations per share Basic | [2],[3] | 13.22 | |||||||||||
Net income from discontinued operations per share Diluted | [2],[3] | 13.22 | |||||||||||
Basic loss per share | (4.40) | (8.44) | [2] | (8.74) | [2] | (17.14) | [2] | (20.11) | (172.17) | [2],[3] | |||
Diluted loss per share | (4.40) | (8.44) | [2] | (8.74) | [2] | (17.14) | [2] | (20.11) | (172.17) | [2],[3] | |||
Revision of Prior Period, Adjustment [Member] | |||||||||||||
Net loss from continuing operations per share Basic | (2.24) | ||||||||||||
Net loss from continuing operations per share Diluted | (2.24) | ||||||||||||
Net income from discontinued operations per share Basic | |||||||||||||
Net income from discontinued operations per share Diluted | |||||||||||||
Basic loss per share | (1.56) | (1.10) | (1.56) | (2.60) | (4.05) | (2.24) | |||||||
Diluted loss per share | $ (1.56) | $ (1.10) | $ (1.56) | $ (2.60) | $ (4.05) | $ (2.24) | |||||||
[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 Property Plant and
Schedule of Property Plant and Equipment Estimated Useful Lives (Details) | Dec. 31, 2023 |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Lease Term [Member] |
Computers and Related Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computers and Related Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Cryptocurrency Miners [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 8 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Office Furniture Equipment and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Office Furniture Equipment and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 30 years |
Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Purchased Pre Fabricated Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Purchased Pre Fabricated Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions For Warrants Issued (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 29, 2023 | Oct. 13, 2023 | ||
Property, Plant and Equipment [Line Items] | |||||
Stock price | $ 4 | $ 1 | |||
Warrant [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Expected dividend yield | 0% | 0% | |||
Volatility rate minimum | 108.50% | 125% | |||
Volatility rate maximum | 140% | 150% | |||
Risk-free interest rate minimum | 3.36% | 1.18% | |||
Risk-free interest rate maximum | 5.25% | 4.41% | |||
Minimum [Member] | Warrant [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Stock price | [1] | $ 2.93 | $ 14.25 | ||
Exercise price | [1] | $ 0.01 | $ 19 | ||
Expected term in years | 1 year 1 month 28 days | 2 years | |||
Maximum [Member] | Warrant [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Stock price | [1] | $ 5 | $ 259.25 | ||
Exercise price | [1] | $ 20 | $ 331.50 | ||
Expected term in years | 5 years | 5 years | |||
[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 Fair Value Assump_2
Schedule of Fair Value Assumptions For Warrants Issued (Details) (Parenthetical) | Oct. 13, 2023 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Reverse stock split for common stock | 1-for-25 |
Warrant [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Reverse stock split for common stock | 1-for- 25 |
Schedule of Fair Value Assump_3
Schedule of Fair Value Assumptions For Convertible Notes (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 03, 2022 | ||
Property, Plant and Equipment [Line Items] | ||||
Conversion price | $ 93.75 | |||
Convertible Debt [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Stock price | [1] | $ 6.5 | ||
Conversion price | [1] | $ 7.99 | ||
Minimum [Member] | Convertible Debt [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Stock price | [1] | $ 3.60 | ||
Conversion price | [1] | $ 3.78 | ||
Volatility rate maximum | 87.50% | 65% | ||
Risk-free interest rate | 4.64% | 4.12% | ||
Maximum [Member] | Convertible Debt [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Stock price | [1] | $ 6.75 | ||
Conversion price | [1] | $ 7.99 | ||
Volatility rate maximum | 150% | 105% | ||
Risk-free interest rate | 5.50% | 4.76% | ||
[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 Fair Value Assump_4
Schedule of Fair Value Assumptions For Convertible Notes (Details) (Parenthetical) | Oct. 13, 2023 |
Short-Term Debt [Line Items] | |
Reverse stock split for common stock | 1-for-25 |
Convertible Debt [Member] | |
Short-Term Debt [Line Items] | |
Reverse stock split for common stock | 1-for- 25 |
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 | 4 Months Ended | 6 Months Ended | |
Dec. 31, 2023 | Sep. 13, 2022 | May 11, 2023 | Dec. 31, 2022 | Nov. 20, 2023 | |
Platform Operator, Crypto-Asset [Line Items] | |||||
Financial liabilities , Beginning balance | $ 10,959 | $ 14,610 | $ 12,254 | $ 14,107 | $ 10,940 |
Conversions of debt | (3,069) | (1,100) | (1,344) | (1,550) | |
Total revaluation (gains) losses | 584 | 597 | 30 | (1,853) | 1,569 |
Financial liabilities, Ending balance | $ 8,474 | $ 14,107 | $ 10,940 | $ 12,254 | $ 10,959 |
Accounting Policies (Details Na
Accounting Policies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||||
Oct. 13, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 29, 2023 | Aug. 11, 2023 | May 11, 2023 | Dec. 05, 2022 | Sep. 30, 2022 | Jul. 19, 2022 | Jan. 13, 2022 | Jan. 12, 2022 | Oct. 25, 2021 | ||
Reverse stock split ratio | 1-for-25 | ||||||||||||
Reverse stock split description | every 25 issued and outstanding shares of the Company common stock was converted automatically into one share of the Company’s common stock without any change in the par value per share | ||||||||||||
Shares price, minimum | $ 1 | $ 4 | |||||||||||
Tax description | The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution | ||||||||||||
Impairment of equity investment | $ 750 | ||||||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | |||||||||||
Warrants exercise price | $ 19 | $ 237.50 | $ 331.50 | ||||||||||
Warrants issued | [1] | 1,148,269 | |||||||||||
Fair value of assets acquired | $ 33,000 | ||||||||||||
Acquisition costs | 3,500 | ||||||||||||
Employee receivables | 110 | $ 120 | |||||||||||
Depositst equipment | 1,000 | 1,200 | |||||||||||
Deposits | 975 | ||||||||||||
Impairement of asset | 575 | 47,372 | |||||||||||
Restricted cash | 4,000 | 685 | |||||||||||
Restricted cash current | 2,999 | 685 | |||||||||||
Restricted cash noncurrent | 1,000 | ||||||||||||
Property, Plant and Equipment [Member] | |||||||||||||
Impairement of asset | 575 | 47,400 | |||||||||||
Finite-Lived Intangible Assets [Member] | |||||||||||||
Impairement of asset | 0 | 0 | |||||||||||
Notes Receivable [Member] | |||||||||||||
Employee receivables | 13 | 26 | |||||||||||
Other Noncurrent Assets [Member] | |||||||||||||
Employee receivables | $ 97 | $ 94 | |||||||||||
Warrant [Member] | |||||||||||||
Warrantrs to purchase common stock | 71,043 | ||||||||||||
Soluna DVSL Compute Co LLC [Member] | |||||||||||||
Variable interest entity ownership percentage | 14.60% | 67.80% | |||||||||||
Soluna DV Compute Co LLC [Member] | |||||||||||||
Variable interest entity ownership percentage | 51% | 100% | |||||||||||
Harmattan Energy Limited [Member] | |||||||||||||
Equity ownership percentage | 1.79% | 1.79% | |||||||||||
Equity investment | $ 0 | ||||||||||||
MeOH Power Inc [Member] | |||||||||||||
Equity ownership percentage | 47.50% | ||||||||||||
Equity investment | $ 0 | $ 0 | |||||||||||
Investment shares owned | 75,049,937 | ||||||||||||
Common stock, shares authorized | 240,000,000 | ||||||||||||
Strategic Pipeline Contract [Member] | |||||||||||||
Acquired finite lived intangible assets estimated useful life | 5 years | ||||||||||||
Assembled Workforce [Member] | |||||||||||||
Acquired finite lived intangible assets estimated useful life | 5 years | ||||||||||||
Patents [Member] | Minimum [Member] | |||||||||||||
Acquired finite lived intangible assets estimated useful life | 15 years | ||||||||||||
Patents [Member] | Maximum [Member] | |||||||||||||
Acquired finite lived intangible assets estimated useful life | 25 years | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares authorized | 187,500 | 187,500 | |||||||||||
Warrants exercise price | $ 0.00001 | ||||||||||||
Series B Preferred Stock [Member] | Warrant [Member] | |||||||||||||
Warrantrs to purchase common stock | 40,000 | ||||||||||||
Warrants exercise price | $ 250 | ||||||||||||
Class A Warrants [Member] | |||||||||||||
Warrants exercise price | $ 12.50 | $ 312.50 | |||||||||||
Fair value of warrants per share | $ 4.20 | ||||||||||||
Warrants issued | 240,000 | ||||||||||||
Class B Warrants [Member] | |||||||||||||
Warrants exercise price | $ 20 | 375 | |||||||||||
Fair value of warrants per share | $ 4.03 | ||||||||||||
Warrants issued | 80,000 | ||||||||||||
Class C Warrants [Member] | |||||||||||||
Warrants exercise price | $ 450 | ||||||||||||
Class D Warrants [Member] | |||||||||||||
Warrants exercise price | $ 87.50 | ||||||||||||
Fair value of warrants per share | 56 | ||||||||||||
Class E Warrants [Member] | |||||||||||||
Warrants exercise price | 112.50 | ||||||||||||
Fair value of warrants per share | 54.50 | ||||||||||||
Class F Warrants [Member] | |||||||||||||
Warrants exercise price | 137.50 | ||||||||||||
Fair value of warrants per share | 53.25 | ||||||||||||
Class G Warrants [Member] | |||||||||||||
Warrants exercise price | 187.50 | ||||||||||||
Fair value of warrants per share | $ 52 | ||||||||||||
[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 Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | $ 2,948 | $ 320 |
Datahosting [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | 2,456 | 53 |
Related Party Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | 8 | 247 |
Demand Response Service Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | 268 | |
Proprietary Mining Coinbase Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | $ 216 | $ 20 |
Schedule of Plant And Equipment
Schedule of Plant And Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property,plant and equipment gross | $ 48,864 | $ 43,705 |
Less: Accumulated depreciation | (4,292) | (1,496) |
Property,plant and equipment | 44,572 | 42,209 |
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 | 25,369 | 6,410 |
Computers and Related Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property,plant and equipment gross | 11,764 | 7,248 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property,plant and equipment gross | 9,054 | 3,310 |
Office Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property,plant and equipment gross | 28 | 22 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property,plant and equipment gross | $ 1,111 | $ 26,175 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 05, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 23, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 3,894 | $ 18,731 | ||
Rapairs and maintenance expense | 140 | 76 | ||
Gains losses on sales of assets | 4,100 | |||
Proceeds from sale | 2,500 | 2,800 | ||
Assets held for sale not part of disposal group | 2,700 | 6,900 | ||
Impairment charges | 575 | 47,372 | ||
Assets fair value | 48,864 | 43,705 | ||
Equipment held for sale | 107 | 295 | ||
Miners [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gains losses on sales of assets | 398 | |||
Impairment charges | 410 | 47,400 | ||
Equipment fair value | 1,900 | |||
Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gains losses on sales of assets | 147 | |||
Impairment charges | 1,900 | |||
Value of equipment disposed | 1,700 | |||
Impairment charges | 700 | |||
Power Supply Units [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment charges | 165 | |||
S9 Miners [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment charges | 39,400 | |||
M20 and M21 [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment charges | 1,800 | |||
Equipment fair value | 295 | |||
Vendor [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Equipment fair value | 916 | |||
Assets fair value | 2,800 | |||
NYDIG ABL LLC [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Value of collateralized assets repossessed | $ 3,400 | $ 3,400 | ||
Proceeds from collateralized assets | $ 3,400 | |||
Gains losses on sales of assets | $ 251 | |||
Collaterlized assets | $ 2,400 |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) - USD ($) $ in Thousands | Oct. 10, 2023 | May 26, 2023 | Nov. 05, 2021 | Oct. 29, 2021 | Aug. 11, 2021 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||||||
Business combination bargain purchase gain recognized amount | $ 1,900 | ||||||
Merger Shares issued | [1] | 523,716 | |||||
Merger Agreement [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Merger Shares issued | 39,600 | 19,800 | |||||
Merger Shares issued | 59,400 | ||||||
Soluna [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage | 100% | ||||||
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 | ||||||
Transaction fees and expenses reimbursed | $ 75 | ||||||
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 118,800 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 | ||||||
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 | ||||||
Surviving Corportions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of voting interest | 50% | ||||||
[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 | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | $ 47,550 | $ 47,495 |
Accumulated Amortization | 20,543 | 11,063 |
Total | 27,007 | 36,432 |
Strategic Pipeline Contract [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | 46,885 | 46,885 |
Accumulated Amortization | 20,317 | 10,940 |
Total | 26,568 | 35,945 |
Assembled Workforce [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | 500 | 500 |
Accumulated Amortization | 216 | 117 |
Total | 284 | 383 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | 165 | 110 |
Accumulated Amortization | 10 | 6 |
Total | $ 155 | $ 104 |
Schedule of Amortization Expens
Schedule of Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 9,485 | |
2025 | 9,485 | |
2026 | 7,905 | |
2027 | 8 | |
2028 | 8 | |
Thereafter | 116 | |
Total | $ 27,007 | $ 36,432 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expenses | $ 9.5 | $ 9.5 |
Schedule of Income Tax Expense
Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | 40 | 42 |
Deferred | (1,107) | (1,388) |
Total | $ (1,067) | $ (1,346) |
Schedule of Deferred Income Tax
Schedule of Deferred Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax expense (benefit) | $ 2,566 | $ (12,760) |
Net operating loss carry forward | (9,813) | (7,359) |
Valuation allowance | 6,140 | 18,731 |
Deferred tax benefit (expense) | $ (1,107) | $ (1,388) |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | 21% | 21% |
Change in valuation allowance | (15.00%) | (17.00%) |
State taxes, net of federal benefit | ||
Expiration of stock option | (1.00%) | |
Loss on extinguishment of debt | (1.00%) | (2.00%) |
Other deferred Adjustments | (1.00%) | (1.00%) |
Tax rate | 3% | 1% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | |||
Accruals and reserves | $ 274 | $ 251 | |
Net operating loss | 28,951 | 19,137 | |
Property, plant and equipment | 5,777 | 10,093 | |
Stock options | 1,562 | 996 | |
Research and development tax credit | 227 | 174 | |
Deferred tax assets | 36,791 | 30,651 | |
Valuation allowance | (36,791) | (30,651) | $ (11,921) |
Deferred tax assets, net of valuation allowance | |||
Deferred tax liabilities: | |||
Intangibles | (7,779) | (8,886) | |
Deferred tax liabilities | (7,779) | (8,886) | |
Deferred tax liabilities, net | $ (7,779) | $ (8,886) |
Schedule of Deferred Tax Asset
Schedule of Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance, beginning of year | $ 30,651 | $ 11,921 |
Net operating (loss) income | 9,813 | 7,361 |
Property, plant and equipment | (4,316) | 10,093 |
Stock options | 566 | 996 |
Research and development credit | 53 | 30 |
Accrued expenses | 24 | 250 |
Valuation allowance, end of year | $ 36,791 | $ 30,651 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Amount of amortised | $ 10,900 | |
Incremental tax benefit | 6,100 | |
Valuation allowance | 36,800 | $ 30,700 |
Net operating loss carryforward | 52,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | $ 126,200 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Salaries, wages and related expenses | $ 423 | $ 178 |
Liability to shareholders for previous acquisition | 363 | 363 |
Legal, audit, tax and professional fees | 448 | 214 |
Sales tax accrual | 575 | |
Real estate taxes accrual | 1,166 | |
Hosting and utility fees | 383 | 626 |
Interest payable | 936 | 477 |
Dividend payable | 7 | 243 |
Construction fees | 590 | |
Membership distribution accrual | 517 | |
Other | 88 | 30 |
Total | $ 4,906 | $ 2,721 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 13, 2022 |
Debt Disclosure [Abstract] | |||
Convertible Note | $ 8,474,000 | $ 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 | $ 8,474,000 | $ 11,737,000 |
Schedule of Debt (Details) (Par
Schedule of Debt (Details) (Parenthetical) | 12 Months Ended | ||
Dec. 31, 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, and no further interest applied on the Convertible Note for the remainder of the year. |
Schedule of Financing Debt (Det
Schedule of Financing Debt (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 13, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |||
NYDIG Loans #1-11 | $ 8,474,000 | $ 12,254,000 | $ 13,006,022 |
Total outstanding debt | 13,000,000 | ||
NYDIG [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 | (1,363,000) | ||
Total outstanding debt | $ 9,183,000 | $ 10,546,000 |
Schedule of Financing Debt (D_2
Schedule of Financing Debt (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2023 | ||
Debt Disclosure [Abstract] | ||
Promissory note maturity date | April 25, 2023 thru January 25, 2027 | [1] |
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 ($) | Dec. 31, 2023 | May 09, 2023 | Dec. 31, 2022 | Sep. 13, 2022 |
Short-Term Debt [Line Items] | ||||
Term Loan and capitalized interest | $ 8,474,000 | $ 12,254,000 | $ 13,006,022 | |
Navitas Term Loan [Member] | ||||
Short-Term Debt [Line Items] | ||||
Less: principal and capitalized interest payments | (547,000) | |||
Loan And Security Agreement [Member] | Navitas Term Loan [Member] | ||||
Short-Term Debt [Line Items] | ||||
Term Loan and capitalized interest | 2,254,000 | $ 2,050,000 | ||
Less: principal and capitalized interest payments | (547,000) | |||
Less: debt issuance costs | (25,000) | |||
Total outstanding debt | $ 1,682,000 |
Schedule of Navitas Term Loan_2
Schedule of Navitas Term Loan (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 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 | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Feb. 28, 2024 USD ($) $ / shares | Feb. 13, 2024 USD ($) | Feb. 01, 2024 $ / shares | Dec. 07, 2023 USD ($) | Nov. 20, 2023 USD ($) $ / shares shares | Sep. 05, 2023 USD ($) | Jul. 31, 2023 USD ($) | 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 ($) shares | Feb. 23, 2023 USD ($) | Jan. 01, 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 ($) | Dec. 31, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Nov. 20, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Oct. 31, 2023 USD ($) | May 09, 2023 USD ($) | Mar. 10, 2023 USD ($) $ / shares | Dec. 05, 2022 $ / shares | Nov. 30, 2022 | Jan. 12, 2022 $ / shares | ||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Note | $ 13,006,022 | $ 8,474,000 | $ 8,474,000 | $ 12,254,000 | ||||||||||||||||||||||||||||||||||
Debt face amount | $ 1,100,000 | |||||||||||||||||||||||||||||||||||||
Debt conversion shares issued | shares | 11,734 | 50,000 | ||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 93.75 | |||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 237.50 | $ 19 | $ 331.50 | |||||||||||||||||||||||||||||||||||
Debt instrument conversion amount | $ 1,500,000 | |||||||||||||||||||||||||||||||||||||
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 | 4 years 1 month 13 days | ||||||||||||||||||||||||||||||||||||
Extinguishment of debt | $ 12,800,000 | |||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ (3,904,000) | (11,130,000) | ||||||||||||||||||||||||||||||||||||
New warrants issued to non-lenders | $ 892,000 | |||||||||||||||||||||||||||||||||||||
Debt, fair value | 12,300,000 | |||||||||||||||||||||||||||||||||||||
Debt principal balance outstanding | 13,000,000 | |||||||||||||||||||||||||||||||||||||
Change in exercise price | 370,000 | |||||||||||||||||||||||||||||||||||||
Accrued interest | 18% | |||||||||||||||||||||||||||||||||||||
Debt default, amount | $ 617,000 | |||||||||||||||||||||||||||||||||||||
Extension fee | $ 250,000 | |||||||||||||||||||||||||||||||||||||
Percentage of principal outstanding | 14% | |||||||||||||||||||||||||||||||||||||
Debt instrument, prepayment penalty, percentage | 20% | |||||||||||||||||||||||||||||||||||||
Prepayment penalty description | Under the new Transaction Documents, in the event the prepayment occurs between February 15, 2024 and July 24, 2024, prepayment penalty is reduced to 10% | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price exceeds | $ / shares | $ 5 | |||||||||||||||||||||||||||||||||||||
Loss on revaluation of Debt | $ 911,000 | $ 584,000 | ||||||||||||||||||||||||||||||||||||
Payments for Other Fees | 250,000 | |||||||||||||||||||||||||||||||||||||
Note conversions | 3,100,000 | 6,013,000 | 3,295,000 | |||||||||||||||||||||||||||||||||||
Convertible debt, fair value | 8,500,000 | 8,500,000 | ||||||||||||||||||||||||||||||||||||
Convertible debt | $ 8,700,000 | $ 8,700,000 | ||||||||||||||||||||||||||||||||||||
Principle payment | 14% | 14% | ||||||||||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Interest rate | 0.75% | |||||||||||||||||||||||||||||||||||||
Line of credit | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Repayments of line of credit | $ 350,000 | 4,491,000 | ||||||||||||||||||||||||||||||||||||
Line of credit | 350,000 | |||||||||||||||||||||||||||||||||||||
Key Bank National Association [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Repayments of line of credit | 650,000 | |||||||||||||||||||||||||||||||||||||
NYDIG ABL LLC [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Note | $ 10,300,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from collateralized assets | $ 3,400,000 | |||||||||||||||||||||||||||||||||||||
Gain (loss) on disposition of assets | 251,000 | |||||||||||||||||||||||||||||||||||||
Litigation seeking amount | $ 10,300,000 | |||||||||||||||||||||||||||||||||||||
Outstanding loan principle | $ 9,200,000 | 9,200,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from collateralized assets | 1,000,000 | |||||||||||||||||||||||||||||||||||||
Accrued interest and penalty | 936,000 | 936,000 | ||||||||||||||||||||||||||||||||||||
NYDIG [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Note | 10,546,000 | 10,546,000 | 14,387,000 | |||||||||||||||||||||||||||||||||||
Debt face amount | 9,800,000 | |||||||||||||||||||||||||||||||||||||
Debt principal balance outstanding | 9,183,000 | 9,183,000 | $ 10,546,000 | |||||||||||||||||||||||||||||||||||
Monthly principle payment | 730,000 | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 4,600,000 | $ 4,600,000 | ||||||||||||||||||||||||||||||||||||
Soluna MCLLC [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Equity interest ownership percentage | 100% | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Note | $ 5,000,000 | |||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 3.78 | |||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||||||
Discount issued | 2% | |||||||||||||||||||||||||||||||||||||
Debt instrument, description | For every one Repriced Warrant exercised by a Purchaser, such Purchaser shall receive 1.36 new five year warrants with an exercise price of $0.01, 1.6 new five year warrants with an exercise price of $4.20, and 1.6 new five year warrants with an exercise price of $5.70. | |||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Percentage of principal outstanding | 20% | |||||||||||||||||||||||||||||||||||||
Note Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 19 | $ 19 | ||||||||||||||||||||||||||||||||||||
Noteholders [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | shares | 3,400 | |||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 19 | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion amount | $ 2,200,000 | |||||||||||||||||||||||||||||||||||||
Aggregate deposit amount | $ 950,000 | |||||||||||||||||||||||||||||||||||||
Debt maturities repayment terms | the Company 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] | $ 2,000 | ||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||
Repriced Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||
Debt instrument conversion amount | $ 4,700,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion shares | shares | 150,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 3.78 | |||||||||||||||||||||||||||||||||||||
Repriced Warrant [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 31.33 | |||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt instrument conversion amount | $ 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 | |||||||||||||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 25, 2023 | |||||||||||||||||||||||||||||||||||||
Accrued interest rate | 18% | |||||||||||||||||||||||||||||||||||||
Debt instrument fair value | $ 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% | ||||||||||||||||||||||||||||||||||||
Repayment of principal | $ 325,000 | $ 300,000 | ||||||||||||||||||||||||||||||||||||
Accrued interest and penalty | 10,000 | 9,000 | ||||||||||||||||||||||||||||||||||||
Interest expense, debt | $ 13,000 | $ 13,000 | $ 13,000 | $ 105,000 | $ 92,000 | |||||||||||||||||||||||||||||||||
Principal and interest payments | $ 275,000 | $ 275,000 | $ 275,000 | |||||||||||||||||||||||||||||||||||
Navitas Term Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Principal and interest payments | $ 547,000 | $ 547,000 | ||||||||||||||||||||||||||||||||||||
Long term debt, current | 1,700,000 | 1,700,000 | ||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||
Third Amendment Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt instrument conversion amount | 4,700,000 | |||||||||||||||||||||||||||||||||||||
Prepayment of debt | $ 1,500,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion shares | shares | 150,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||||||
Note conversions | $ 1,600,000 | |||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||
Loss on revaluation of Debt | 554,000 | |||||||||||||||||||||||||||||||||||||
Second Amendment [Member] | New Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt instrument fair value | $ 1,300,000 | |||||||||||||||||||||||||||||||||||||
Two Note Payable Agreements [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Note | $ 235,000 | |||||||||||||||||||||||||||||||||||||
Discount issued | 15% | |||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 15, 2024 | |||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 33,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument, description | The Company can prepay the notes 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% | |||||||||||||||||||||||||||||||||||||
Accrued interest and penalty | $ 560,000 | 242,000 | $ 242,000 | |||||||||||||||||||||||||||||||||||
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 | $ 3,400,000 | ||||||||||||||||||||||||||||||||||||
Accrued interest and penalty | 936,000 | $ 936,000 | $ 694,000 | |||||||||||||||||||||||||||||||||||
Master Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||
Outstanding loan principle | $ 9,200,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from collateralized assets | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Master Agreement [Member] | NYDIG [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 | $ 2,254,000 | $ 2,254,000 | $ 2,050,000 | |||||||||||||||||||||||||||||||||||
Maturity date | May 09, 2025 | |||||||||||||||||||||||||||||||||||||
Principle payment | 15% | 15% | 15% | |||||||||||||||||||||||||||||||||||
Interest expense, debt | $ 204,000 | |||||||||||||||||||||||||||||||||||||
Principal and interest payments | $ 547,000 | 547,000 | ||||||||||||||||||||||||||||||||||||
Outstanding loan principle | $ 1,682,000 | $ 1,682,000 | ||||||||||||||||||||||||||||||||||||
[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) | Dec. 31, 2023 shares | |
Equity [Abstract] | ||
Stock options outstanding () | 52,393 | [1] |
Restricted stock units outstanding () | 9,612 | [1] |
Warrants outstanding () | 1,148,269 | [1] |
Common stock available for future equity awards or issuance of options () | 523,716 | [1] |
Number of common shares reserved | 1,733,990 | |
[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) | Oct. 13, 2023 |
Equity [Abstract] | |
Reverse stock split | 1-for-25 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||||
Oct. 13, 2023 | Aug. 11, 2023 | Oct. 26, 2022 | Jul. 19, 2022 | Apr. 13, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 05, 2022 | Dec. 02, 2022 | Sep. 13, 2022 | Jan. 13, 2022 | Jan. 12, 2022 | Oct. 25, 2021 | ||
Class of Stock [Line Items] | ||||||||||||||
Share purchase price | $ 9,751,000 | |||||||||||||
Share description | every 25 issued and outstanding shares of the Company common stock was converted automatically into one share of the Company’s common stock without any change in the par value per share | |||||||||||||
Warrants exercise 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 | 2,505,620 | 747,837 | ||||||||||||
Future equity awards | [1] | 523,716 | ||||||||||||
Outstanding warrants | [1] | 1,148,269 | ||||||||||||
Univest Securities LLC [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants exercise price | $ 108.25 | |||||||||||||
Outstanding warrants | 19,464 | |||||||||||||
Warrant [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrant issued to purchase common stock | 71,043 | |||||||||||||
Placement Agent Agreements [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Restricted shares of common stock | 17,241 | |||||||||||||
Placement Agent Agreements [Member] | Univest Securities LLC [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock fee equal to stock isuued and sold | 7% | |||||||||||||
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 (or a duly authorized committee of the Board), will be payable monthly in arrears on the final day of each month, beginning August 31, 2021. | |||||||||||||
Dividends | $ 3,900,000 | |||||||||||||
Dividend arrears | $ 8,600,000 | |||||||||||||
Future equity awards | 1,907,188 | |||||||||||||
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 | ||||||||||||
Warrants exercise price | $ 0.00001 | |||||||||||||
Shares issued for cancellation of warrants | 40,000 | |||||||||||||
Exercise price | $ 287.50 | |||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10% | |||||||||||||
Dividends Payable | $ 656,000 | |||||||||||||
Common Stock Dividends, Shares | 44,000 | |||||||||||||
[custom:PrefundedWarrantsDividendsShares] | 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] | ||||||||||||||
Warrant issued to purchase common stock | 40,000 | |||||||||||||
Warrants exercise 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 | The 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 | |||||||||||||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Employees contribution | The Company plan allows eligible employees to contribute a percentage of their compensation on a pre-tax basis and the Company matches employee contributions, on a discretionary basis, currently in an amount equal to 100% of the first 3% and 50% of the next 2% of the employee’s salary, subject to annual tax deduction limitations | |
Company matching contributions to pension plan | $ 176 | $ 177 |
Company matching contributions to pension plan from discontinued operation | 0 | 19 |
Employer discretionary contribution | $ 0 | $ 0 |
Schedule of Basic and Diluted P
Schedule of Basic and Diluted Per Share Computations for Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Numerator: | |||
Net loss from continuing operations | $ (27,703) | $ (107,016) | |
(Less) Net income (loss) attributable to non-controlling interest | 1,498 | (380) | |
Net income from discontinued operations | 7,921 | ||
Net loss attributable to Soluna Holdings, Inc. | (29,201) | (98,715) | |
Less: Preferred Dividend | (421) | (4,088) | |
Less: Cumulative Preferred Dividends in arrears | (6,888) | (1,722) | |
Balance | $ (36,510) | $ (104,525) | |
Basic and Diluted EPS: | |||
Common shares outstanding, beginning of period | 747,837 | 550,168 | |
Weighted average common shares issued during the period including penny warrants issued and outstanding as of year-end | 565,881 | 49,133 | |
Weighted average shares outstanding Basic | [1] | 1,313,718 | 599,301 |
Weighted average shares outstanding Diluted | [1] | 1,313,718 | 599,301 |
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Net (loss) income per Share (De
Net (loss) income per Share (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted Stock Units (RSUs) [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Potentially dilutive securities | 9,612 | 33,221 |
Common Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Potentially dilutive securities | 52,393 | 52,393 |
Warrant [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Potentially dilutive securities | 1,148,269 | 396,107 |
Schedule of Weighted Average fo
Schedule of Weighted Average for Options Granted (Details) - 2021 Stock Plan [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Option term (years) | 4 years 11 months 12 days |
Volatility | 110.21% |
Unvested forfeiture rate | 0% |
Risk-free interest rate | 3.93% |
Dividend yield | 0% |
Weighted-average fair value per option granted | $ 0.1475 |
Schedule of Share Based Compens
Schedule of Share Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 4,312 | $ 3,852 |
Cost of Cryptocurrency Mining Revenue Exclusive of Depreciation [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 300 | 67 |
Cost of Data Hosting Revenue Exclusive of Depreciation [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 24 | |
General and Administrative Expenses Exclusive of Depreciation and Amortization [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 3,988 | $ 3,785 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares under option, ending | [1] | 52,393 | |
Equity Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares under option, beginning | 52,393 | 39,662 | |
Granted | 21,564 | ||
Exercised | (7,097) | ||
Forfeited | (430) | ||
Expired/canceled | (1,306) | ||
Shares under option, ending | 52,393 | 52,393 | |
Options exercisable | 45,276 | 38,158 | |
Shares under option, beginning | $ 102.86 | $ 136 | |
Granted | 23.75 | ||
Exercised | 21.50 | ||
Forfeited | 259.75 | ||
Expired/canceled | 196 | ||
Shares under option, ending | 102.86 | 102.86 | |
Options exercisable | $ 92.53 | $ 78.25 | |
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Summary of Option Outstanding a
Summary of Option Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | |
Sep. 13, 2022 | Dec. 31, 2023 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Number | 52,393 | |
Outstanding Options, Weighted Average Remaining Contractual Life | 4 years 3 months 18 days | |
Outstanding Options, Weighted Average Exercise Price | $ 102.86 | |
Options Exercisable, Number | 45,276 | |
Outstanding Options, Weighted Average Remaining Contractual Life | 5 years | 4 years 1 month 13 days |
Exercisable Options, Weighted Average Exercise Price | $ 92.53 | |
$17.50-$30.00 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price Range | 17.50 | |
Exercise Price Range | $ 30 | |
Options Outstanding, Number | 25,409 | |
Outstanding Options, Weighted Average Remaining Contractual Life | 3 years 10 months 17 days | |
Outstanding Options, Weighted Average Exercise Price | $ 23.72 | |
Options Exercisable, Number | 25,159 | |
Outstanding Options, Weighted Average Remaining Contractual Life | 3 years 10 months 6 days | |
Exercisable Options, Weighted Average Exercise Price | $ 23.78 | |
$30.01-188.00 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price Range | 30.01 | |
Exercise Price Range | $ 188 | |
Options Outstanding, Number | 26,384 | |
Outstanding Options, Weighted Average Remaining Contractual Life | 4 years 7 months 20 days | |
Outstanding Options, Weighted Average Exercise Price | $ 175.11 | |
Options Exercisable, Number | 19,717 | |
Outstanding Options, Weighted Average Remaining Contractual Life | 4 years 4 months 20 days | |
Exercisable Options, Weighted Average Exercise Price | $ 176.50 | |
$188.01-277.50 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price Range | 188.01 | |
Exercise Price Range | $ 277.50 | |
Options Outstanding, Number | 600 | |
Outstanding Options, Weighted Average Remaining Contractual Life | 7 years 2 months 23 days | |
Outstanding Options, Weighted Average Exercise Price | $ 277.50 | |
Options Exercisable, Number | 400 | |
Outstanding Options, Weighted Average Remaining Contractual Life | 7 years 2 months 23 days | |
Exercisable Options, Weighted Average Exercise Price | $ 277.50 |
Summary of Non Vested Restricte
Summary of Non Vested Restricted Stock (Details) - Restricted Stock [Member] - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Non-vested restricted stock, balance beginning | 33,221 | 16,213 |
Non-vested restricted stock granted | 20,000 | 29,017 |
Vested restricted stock | ||
Non-vested restricted stock exercised | (35,336) | (7,730) |
Non-vested restricted stock forfeited/expired | (6,382) | (4,279) |
Non-vested restricted stock, balance ending | 11,503 | 33,221 |
Summary of Weighted Average Fai
Summary of Weighted Average Fair Value Price Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Non-vested restricted stock, balance beginning | $ 208.83 | $ 282.11 |
Non-vested restricted stock granted | 7.47 | 180.55 |
Non-vested restricted stock exercised | 107.84 | 245.22 |
Non-vested restricted stock forfeited | 112.55 | 235.54 |
Weighted Average Exercise Price, Non-vested restricted stock, balance ending | $ 222.39 | $ 208.83 |
Summary of Common Stock Warrant
Summary of Common Stock Warrant Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares under option, ending | [1] | 52,393 | |
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares under option, beginning | 396,107 | 87,758 | |
Shares under option, beginning | $ 57.25 | $ 346.25 | |
Granted | 834,022 | 359,491 | |
Weighted average exercise price, Granted | $ 9.55 | $ 57.75 | |
Exercised | (81,726,000) | (3,780) | |
Weighted average exercise price, Exercised | $ 0.01 | $ 206 | |
Forfeited/ Expired | (134) | (47,362) | |
Weighted average exercise price, Forfeited/ Expired | $ 0.01 | $ 237.50 | |
Shares under option, ending | 1,148,269 | 396,107 | |
Shares under option, ending | $ 24.21 | $ 57.25 | |
Forfeited/ Expired | 134 | 47,362 | |
[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) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jun. 29, 2023 | Mar. 10, 2023 | Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 29, 2023 | Oct. 13, 2023 | ||
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 | ||||||||
Issuance of shares – preferred offering | $ 9,751,000 | ||||||||
Weighted average grant date fair value | $ 180.50 | ||||||||
Common stock subject to vest | 12,260 | ||||||||
Plan modification description | 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. | ||||||||
Stock price | $ 4 | $ 1 | |||||||
Warrant term | 3 years 10 months 17 days | 3 years 11 months 26 days | |||||||
Restricted Stock [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Price per share on date of grant | $ 7.47 | $ 180.55 | |||||||
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. 7,080 shares of common stock shall vest 50% on December 1, 2023, and 50% on December 1, 2024. 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. | ||||||||
Weighted-average remaining vesting period | 7 months 6 days | 2 years 4 months 13 days | |||||||
Total unrecognized compensation costs - Restricted stock | $ 1,400,000 | $ 4,800,000 | |||||||
Equity Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Company granted options to purchase | 21,564 | ||||||||
Price per share on date of grant | $ 21.50 | ||||||||
Total unrecognized compensation costs - options | $ 266,000 | $ 1,000,000 | |||||||
Weighted-average remaining vesting period | 4 months 13 days | 1 year 4 months 9 days | |||||||
Aggregate intrinsic value of outstanding options | $ 0 | ||||||||
Aggregate intrinsic value of exercisable options | $ 0 | ||||||||
Plan 2014 [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares authorized | 500,000 | ||||||||
2012 Stock Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares authorized | 600,000 | ||||||||
2021 Stock Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of common stock vested | 18 | ||||||||
2021 Stock Plan [Member] | Restricted Stock [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock issued restricted stock units | 20,000 | ||||||||
Price per share on date of grant | $ 7.47 | $ 271.25 | |||||||
Issuance of shares - preferred offering, shares | 29,017 | ||||||||
Issuance of shares – preferred offering | $ 28 | ||||||||
2021 Stock Plan [Member] | Equity Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Company granted options to purchase | 21,563 | ||||||||
Price per share on date of grant | $ 23.75 | ||||||||
Plan modification description | 25% | ||||||||
Weighted average grant date fair value | $ 14.75 | ||||||||
Common Stock [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Company granted options to purchase | 1,460,191 | ||||||||
Issuance of shares – preferred offering | [1] | ||||||||
[1]Prior period results have been adjusted to reflect the 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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 238 | $ 202 |
Short-term lease cost | ||
Total net lease cost | $ 238 | $ 202 |
Summary of Cash Flow Informatio
Summary of Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 234 | $ 197 |
Non-Cash Activity Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 403 | $ 20 |
Summary of Balance Sheets Infor
Summary of Balance Sheets Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
ROU assets, net | $ 431 | $ 233 |
Current operating lease liabilities | 220 | 161 |
Non-current operating lease liabilities | 216 | 84 |
Total operating lease liabilities | 436 | 245 |
ROU assets | 1,058 | 655 |
Asset lease expense | $ (627) | $ (422) |
Weighted Average Remaining Lease Term (in years) | 4 years 4 months 17 days | 1 year 6 months |
Operating leases | 8.04% | 3.83% |
Schedule of Maturity of Operati
Schedule of Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 247 | |
2025 | 79 | |
2026 | 29 | |
2027 | 29 | |
2028 | 29 | |
Thereafter | 116 | |
Total lease payments | 529 | |
Less: imputed interest | (93) | |
Total operating lease liabilities | 436 | $ 245 |
Less: current obligations | (220) | (161) |
Long-term lease obligations | $ 216 | $ 84 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Dec. 07, 2023 | May 09, 2023 | Aug. 05, 2022 | Sep. 30, 2023 | Dec. 31, 2023 | Feb. 28, 2024 | Feb. 13, 2024 | Sep. 05, 2023 | Feb. 23, 2023 | Dec. 31, 2022 | Sep. 13, 2022 | |
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 had actually 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 | $ 358,000 | ||||||||||
Convertible Note | 8,474,000 | $ 12,254,000 | $ 13,006,022 | ||||||||
Prepaid fee | 250,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Convertible Note | $ 5,000,000 | ||||||||||
NYDIG ABL LLC [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Repossessed Assets | $ 3,400,000 | $ 3,400,000 | |||||||||
Accrued interest and penalty | 936,000 | $ 560,000 | |||||||||
Gain (Loss) on Disposition of Assets | 251,000 | ||||||||||
Convertible Note | $ 10,300,000 | ||||||||||
Penalty fee | $ 1,000,000 | ||||||||||
Legal fee and other cost | $ 10,300,000 | ||||||||||
NYDIG ABL LLC [Member] | Subsequent Event [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Debt outstanding | $ 9,200,000 | ||||||||||
Atlas Technology Group LLC [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Prepaid fee | $ 464,000 | ||||||||||
Legal fee and other cost | 7,900,000 | ||||||||||
Soluna MCLLC [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Prepaid fee | $ 464,000 | ||||||||||
Minimum [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Remaining lease terms | 1 year | ||||||||||
Maximum [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Remaining lease terms | 10 years |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Oct. 29, 2021 | Dec. 18, 2013 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 10, 2023 | May 26, 2023 | ||
Related Party Transaction [Line Items] | |||||||
Promissory note available to convert | $ 1,500,000 | ||||||
Merger Shares issued | [1] | 523,716 | |||||
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 | ||||||
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 year ended December 31, 2023 was $0 and $0 | ||||||
Interest expense | $ 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 | $ 363,000 | $ 342,000 | |||||
Couch White LLP [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Professional fees | $ 2,000 | 22,000 | |||||
Soluna Computing Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payment of related party | $ 725 | ||||||
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 |
Schedule of Discontinued Operat
Schedule of Discontinued Operations (Details) - MTI Instruments [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Product revenue | $ 1,799 |
Cost of sales | 728 |
Research and development | 398 |
Selling, general, and administrative | 573 |
Other income, net | |
Income from discontinued operations before the gain on disposal and income taxes | 100 |
Pretax gain on sale of MTI Instruments | 7,751 |
Income tax benefit | 70 |
Net income from discontinued operations | $ 7,921 |
Schedule of Gain on Sale (Detai
Schedule of Gain on Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 11, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash | $ 6,368 | $ 1,136 | |
Accounts receivable, net | 2,948 | 320 | |
Prepaid expense and other current assets | 1,416 | 1,107 | |
Operating lease right-of-use assets | 431 | 233 | |
Property, plant and equipment, net | 44,572 | 42,209 | |
Total Assets | 91,276 | 84,961 | |
Accounts payable | 2,099 | 3,548 | |
Accrued liabilities | 4,906 | 2,721 | |
Operating lease liability | 220 | 161 | |
Total Liabilities | $ 37,917 | $ 38,689 | |
MTI Instruments [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
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 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 11, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Gains losses on extinguishment of debt | $ (3,904) | $ (11,130) | |
Instrument purchase price | $ 10,750 | ||
MTI Instruments [Member] | |||
Short-Term Debt [Line Items] | |||
Stock purchase agreement | $ 9,000 | ||
Gains losses on extinguishment of debt | $ 7,500 |
Schedule of Results of Project
Schedule of Results of Project Marie (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Total revenue | $ 21,066 | $ 28,547 |
Operating costs: | ||
General and administrative expense | 24,903 | 28,709 |
Impairment on fixed assets | 575 | 47,372 |
Operating loss | 20,241 | 84,790 |
Interest expense | (2,748) | (8,375) |
Loss on sale of fixed assets | 398 | 4,089 |
Other expense, net | 1,479 | (22) |
Net loss before income taxes | (7,851) | |
Cryptocurrency Mining Revenue [Member] | ||
Short-Term Debt [Line Items] | ||
Total revenue | 10,602 | 24,409 |
Data Hosting Revenue [Member] | ||
Short-Term Debt [Line Items] | ||
Total revenue | 10,196 | 4,138 |
Project Marie [Member] | ||
Short-Term Debt [Line Items] | ||
Total revenue | 1,045 | 14,159 |
Operating costs: | ||
Cost of cryptocurrency mining revenue, exclusive of depreciation | 801 | 6,048 |
Cost of revenue-depreciation | 136 | 7,813 |
Data hosting costs | 205 | 3,518 |
General and administrative expense | 379 | 561 |
Impairment on fixed assets | 43 | 17,940 |
Operating loss | (519) | (21,721) |
Interest expense | 1,394 | 1,702 |
Loss on sale of fixed assets | 332 | 1,623 |
Other expense, net | 1,041 | |
Net loss before income taxes | (3,286) | (25,046) |
Project Marie [Member] | Cryptocurrency Mining Revenue [Member] | ||
Short-Term Debt [Line Items] | ||
Total revenue | 769 | 10,028 |
Project Marie [Member] | Data Hosting Revenue [Member] | ||
Short-Term Debt [Line Items] | ||
Total revenue | $ 276 | $ 4,131 |
PROJECT MARIE (Details Narrativ
PROJECT MARIE (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Sep. 05, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2024 | Feb. 13, 2024 | Dec. 07, 2023 | Feb. 23, 2023 | Sep. 13, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Convertible Note | $ 8,474,000 | $ 12,254,000 | $ 13,006,022 | |||||
Legal fees | 740,000 | |||||||
Master Equipment Finance Agreement [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Assets repossessed total | 1,000,000 | $ 3,400,000 | ||||||
Subsequent Event [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Convertible Note | $ 5,000,000 | |||||||
Project Marie [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Net book value | 3,400,000 | |||||||
Net book value | 251,000 | |||||||
Penalty fees | 1,000,000 | |||||||
Debt outstanding | 9,200,000 | |||||||
Payments for legal settlements | $ 3,400,000 | |||||||
Accrued interest and penalty | $ 936,000 | |||||||
Investors [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Convertible Note | $ 10,500,000 | $ 10,300,000 | ||||||
Debt rate | 2% | |||||||
Disposal of property plant and equipment | $ 2,400,000 | |||||||
Investors [Member] | Subsequent Event [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Outstanding loan balance | $ 9,200,000 |
Schedule of Variable Interest E
Schedule of Variable Interest Entities of Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Total Current Assets | $ 14,284 | $ 3,762 |
Property, plant, and equipment | 44,572 | 42,209 |
Total Assets | 91,276 | 84,961 |
Current liabilities: | ||
Accounts payable | 2,099 | 3,548 |
Accrued expense | 4,906 | 2,721 |
Total Current Liabilities | 28,175 | 29,516 |
Total Liabilities | 37,917 | 38,689 |
Variable Interest Entity, Primary Beneficiary [Member] | DVSL ComputeCo, LLC [Member] | ||
Current assets: | ||
Cash and restricted cash | 2,275 | 15 |
Accounts receivable | 1,246 | |
Other receivable- current | 247 | |
Due from- intercompany | 235 | |
Total Current Assets | 3,756 | 262 |
Other assets- long term | 2,172 | |
Property, plant, and equipment | 13,712 | 13,673 |
Total Assets | 19,640 | 13,935 |
Current liabilities: | ||
Due to intercompany | 241 | |
Accounts payable | 95 | |
Accrued expense | 677 | |
Total Current Liabilities | 772 | 241 |
Customer deposits- long term | 1,190 | |
Other long-term liabilities | 224 | |
Total Liabilities | 2,186 | 241 |
Variable Interest Entity, Primary Beneficiary [Member] | Devco LLC [Member] | ||
Current assets: | ||
Cash and restricted cash | 2,575 | |
Accounts receivable | 254 | |
Related party receivable- intercompany | 577 | |
Total Current Assets | 3,406 | |
Other assets- long term | 2,172 | |
Property, plant, and equipment | 22,188 | |
Total Assets | 27,766 | |
Current liabilities: | ||
Due to intercompany | 151 | |
Related party payable- intercompany | 1,108 | |
Accounts payable | 138 | |
Accrued expense | 2,214 | |
Current portion of debt | 1,681 | |
Total Current Liabilities | 5,292 | |
Total Liabilities | $ 5,292 |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details Narrative) - USD ($) | 12 Months Ended | ||||||
May 09, 2023 | Mar. 10, 2023 | Aug. 05, 2022 | May 03, 2022 | Dec. 31, 2023 | Jan. 01, 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 had actually 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 1A 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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from External Customer [Line Items] | ||
Total segment and consolidated revenue | $ 21,066 | $ 28,547 |
General and administrative expenses | 15,390 | 19,203 |
Impairment on equity investment | 750 | |
Interest expense | (2,748) | (8,375) |
Loss on debt extinguishment and revaluation, net | (3,904) | (11,130) |
Loss on sale of fixed assets | (398) | (4,089) |
Income tax benefit from continuing operations | 1,067 | 1,346 |
Net loss from continuing operations | (27,703) | (107,016) |
Income tax benefit from discontinued operations | 70 | |
Net income from discontinued operations | 7,921 | |
Net loss | (27,703) | (99,095) |
(Less) Net income (loss) attributable to non-controlling interest | (1,498) | 380 |
Net loss attributable to Soluna Holdings, Inc. | (29,201) | (98,715) |
Depreciation and amortization | 9,513 | 9,506 |
Reportable Subsegments [Member] | ||
Revenue from External Customer [Line Items] | ||
Total segment and consolidated revenue | 21,066 | 28,547 |
Total segment and consolidated cost of revenues | 15,829 | 36,506 |
General and administrative expenses | 24,903 | 28,709 |
Impairment on fixed assets | 575 | 47,372 |
Impairment on equity investment | 750 | |
Interest expense | 2,748 | 8,375 |
Loss on debt extinguishment and revaluation, net | 3,904 | 11,130 |
Loss on sale of fixed assets | 398 | 4,089 |
Other expense (income), net | 1,479 | (22) |
Income tax benefit from continuing operations | (1,067) | (1,346) |
Net loss from continuing operations | (27,703) | (107,016) |
Income before income taxes from discontinued operations (including gain on sale of MTI Instruments of $ $7,751 for the year ended December 31, 2022) | 7,851 | |
Income tax benefit from discontinued operations | 70 | |
Net income from discontinued operations | 7,921 | |
Net loss | (27,703) | (99,095) |
(Less) Net income (loss) attributable to non-controlling interest | 1,498 | (380) |
Net loss attributable to Soluna Holdings, Inc. | (29,201) | (98,715) |
Capital expenditures | 12,705 | 63,684 |
Depreciation and amortization | 13,376 | 28,214 |
Cryptocurrency Revenue [Member] | ||
Revenue from External Customer [Line Items] | ||
Total segment and consolidated revenue | 10,602 | 24,409 |
Data Hosting Revenue [Member] | ||
Revenue from External Customer [Line Items] | ||
Total segment and consolidated revenue | 10,196 | 4,138 |
Demand Response Service Revenue [Member] | ||
Revenue from External Customer [Line Items] | ||
Total segment and consolidated revenue | 268 | |
Cost of Cryptocurrency Mining Revenue Exclusive of Depreciation [Member] | ||
Revenue from External Customer [Line Items] | ||
Total segment and consolidated cost of revenues | 6,365 | 14,226 |
Cost of Data Hosting Exclusive of Depreciation [Member] | ||
Revenue from External Customer [Line Items] | ||
Total segment and consolidated cost of revenues | 5,601 | 3,572 |
Cost of Revenue Depreciation [Member] | ||
Revenue from External Customer [Line Items] | ||
Total segment and consolidated cost of revenues | $ 3,863 | $ 18,708 |
Schedule of Segment Reporting_2
Schedule of Segment Reporting Information (Details) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Segment Reporting [Abstract] | |
Gain on sale of MTI instruments | $ 7,751 |
Segment Information (Details Na
Segment Information (Details Narrative) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Project Edith [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 0% | 5% |
Project Marie [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 7% | 41% |
Project Sophie [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 28% | 54% |
Project Dorothy [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 65% | 0% |
Customers [Member] | Project Marie [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 3% | 100% |
Customers [Member] | Project Sophie [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 30% | 0% |
Customers [Member] | Project Dorothy [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 67% | 0% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 28, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 05, 2022 | Sep. 13, 2022 | Aug. 03, 2022 | Jan. 13, 2022 | Jan. 12, 2022 | |
Subsequent Event [Line Items] | |||||||||
Conversion price | $ 93.75 | ||||||||
Warrants issued | [1] | 1,148,269 | |||||||
Warrants exerciseable | $ 19 | $ 237.50 | $ 331.50 | ||||||
Convertible Note | $ 8,474,000 | $ 12,254,000 | $ 13,006,022 | ||||||
Repriced Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exerciseable | $ 0.01 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Floor price description | ATM Floor Price means $10 per share initially, which is reduced to $8 per share six months after the ATM is effective and $6 per share 12 months after the after the effective date of the ATM. | ||||||||
Principal amount | 2% | ||||||||
Conversion price | $ 3.78 | ||||||||
Warrants issued | 850,000 | ||||||||
Warrants exerciseable | $ 0.01 | ||||||||
Debt instrument description | For every one Repriced Warrant exercised by a Purchaser, such Purchaser shall receive 1.36 new five year warrants with an exercise price of $0.01, 1.6 new five year warrants with an exercise price of $4.20, and 1.6 new five year warrants with an exercise price of $5.70. | ||||||||
Warrants outstanding | $ 51,618 | ||||||||
Fair value adjustment of warrants | $ 530,569 | ||||||||
Outstanding shares percentage | 20% | ||||||||
Convertible Note | $ 5,000,000 | ||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants issued | 320,005 | ||||||||
Subsequent Event [Member] | Warrant [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrant exercise price decrease | $ 3.78 | ||||||||
Subsequent Event [Member] | Warrant [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrant exercise price decrease | $ 3.78 | ||||||||
Subsequent Event [Member] | Repriced Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants issued | 478,951 | ||||||||
Warrant exercise price decrease | $ 6 | ||||||||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |