Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 09, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40261 | |
Entity Registrant Name | Soluna Holdings, Inc. | |
Entity Central Index Key | 0000064463 | |
Entity Tax Identification Number | 14-1462255 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 325 Washington Avenue Extension | |
Entity Address, City or Town | Albany | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 12205 | |
City Area Code | (516) | |
Local Phone Number | 216-9257 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,921,503 | |
Common Stock, par value $0.001 per share | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | SLNH | |
Security Exchange Name | NASDAQ | |
9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share | ||
Title of 12(b) Security | 9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share | |
Trading Symbol | SLNHP | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash | $ 8,438 | $ 6,368 |
Restricted cash | 1,956 | 2,999 |
Accounts receivable | 4,428 | 2,948 |
Notes receivable | 306 | 446 |
Prepaid expenses and other current assets | 1,692 | 1,416 |
Equipment held for sale | 176 | 107 |
Total Current Assets | 16,996 | 14,284 |
Restricted cash, noncurrent | 1,000 | 1,000 |
Other assets | 2,953 | 2,954 |
Deposits and credits on equipment | 1,371 | 1,028 |
Property, plant and equipment, net | 43,264 | 44,572 |
Intangible assets, net | 24,673 | 27,007 |
Operating lease right-of-use assets | 380 | 431 |
Total Assets | 90,637 | 91,276 |
Current Liabilities: | ||
Accounts payable | 2,528 | 2,099 |
Accrued liabilities | 5,957 | 4,906 |
Convertible notes payable | 6,216 | 8,474 |
Current portion of debt | 10,255 | 10,864 |
Income tax payable | 24 | 24 |
Warrant liability | 6,048 | |
Customer deposits-current | 1,276 | 1,588 |
Operating lease liability | 194 | 220 |
Total Current Liabilities | 32,498 | 28,175 |
Other liabilities | 499 | 499 |
Customer deposits- long-term | 1,368 | 1,248 |
Operating lease liability | 189 | 216 |
Deferred tax liability, net | 7,232 | 7,779 |
Total Liabilities | 41,786 | 37,917 |
Commitments and Contingencies (Note 14) | ||
Stockholders’ Equity: | ||
Common stock, par value $0.001 per share, authorized 75,000,000; 2,882,231 shares issued and 2,841,490 shares outstanding as of March 31, 2024 and 2,546,361 shares issued and 2,505,620 shares outstanding as of December 31, 2023 | 3 | 3 |
Additional paid-in capital | 291,545 | 291,276 |
Accumulated deficit | (256,224) | (250,970) |
Common stock in treasury, at cost, 40,741 shares at March 31, 2024 and December 31, 2023 | (13,798) | (13,798) |
Total Soluna Holdings, Inc. Stockholders’ Equity | 21,529 | 26,514 |
Non-Controlling Interest | 27,322 | 26,845 |
Total Stockholders’ Equity | 48,851 | 53,359 |
Total Liabilities and Stockholders’ Equity | 90,637 | 91,276 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock , value | 3 | 3 |
Series B Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock , value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 2,882,231 | 2,546,361 |
Common stock, shares outstanding | 2,841,490 | 2,505,620 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Total revenue | $ 12,549 | $ 3,082 | |
Operating costs: | |||
Total costs of revenue | 5,615 | 3,148 | |
Operating expenses: | |||
General and administrative expenses, exclusive of depreciation and amortization | 3,994 | 4,360 | |
Depreciation and amortization associated with general and administrative expenses | 2,403 | 2,377 | |
Total general and administrative expenses | 6,397 | 6,737 | |
Impairment on fixed assets | 130 | 209 | |
Operating income (loss) | 407 | (7,012) | |
Interest expense | (424) | (1,374) | |
(Loss) gain on debt extinguishment and revaluation, net | (3,097) | 473 | |
Loss on sale of fixed assets | (1) | (78) | |
Other income, net | 23 | 12 | |
Loss before income taxes | (3,092) | (7,979) | |
Income tax benefit | 548 | 547 | |
Net loss | (2,544) | (7,432) | |
(Less) Net income (loss) attributable to non-controlling interest | 2,710 | (370) | |
Net loss attributable to Soluna Holdings, Inc. | $ (5,254) | $ (7,062) | |
Basic and Diluted (loss) earnings per common share (1): | |||
loss per share - Basic | [1] | $ (2.62) | $ (10.30) |
loss per share - Diluted | [1] | $ (2.62) | $ (10.30) |
Weighted average shares outstanding Basic | [1] | 2,807,555 | 864,922 |
Weighted average shares outstanding Diluted | [1] | 2,807,555 | 864,922 |
Cryptocurrency Mining Revenue [Member] | |||
Total revenue | $ 6,396 | $ 2,796 | |
Operating costs: | |||
Total costs of revenue | 1,841 | 2,251 | |
Data Hosting Revenue [Member] | |||
Total revenue | 5,278 | 286 | |
Operating costs: | |||
Total costs of revenue | 2,251 | 272 | |
Demand Response Services [Member] | |||
Total revenue | 875 | ||
Cost of Revenue Depreciation [Member] | |||
Operating costs: | |||
Total costs of revenue | $ 1,523 | $ 625 | |
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) | Oct. 13, 2023 | Oct. 11, 2023 |
Income Statement [Abstract] | ||
Reverse stock split | 1-for-25 | 1-for-25 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Unaudited) - 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] | Retained Earnings [Member] | Treasury Stock, Common [Member] | Noncontrolling Interest [Member] | Total | ||||
Balance at Dec. 31, 2022 | $ 3,000 | $ 1,000 | [1] | $ 277,429,000 | [1] | $ (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 | [1] | [1] | (7,062,000) | (370,000) | (7,432,000) | |||||||
Preferred dividends-Series B | [1] | (131,000) | [1] | (131,000) | ||||||||
Stock-based compensation | [1] | 865,000 | [1] | 865,000 | ||||||||
Issuance of shares – securities purchase offering | [1] | 439,000 | [1] | 439,000 | ||||||||
Issuance of shares - Securities Purchase offering, shares | [1] | 87,144 | ||||||||||
Restricted stock units vested | [1] | [1] | ||||||||||
Restricted stock units vested, shares | [1] | 5,769 | ||||||||||
Issuance of shares – restricted stock | [1] | 14,000 | [1] | 14,000 | ||||||||
Issuance of shares- restricted stock, shares | [1] | 1,400 | ||||||||||
Issuance of shares- Notes conversion | [1] | 1,394,000 | [1] | 1,394,000 | ||||||||
Issuance of shares- Notes conversion, shares | [1] | 174,505 | ||||||||||
Contribution from Non-Controlling interest | [1] | [1] | 8,758,000 | 8,758,000 | ||||||||
Balance at Mar. 31, 2023 | $ 3,000 | $ 1,000 | [1] | 280,010,000 | [1] | (228,831,000) | $ (13,798,000) | 12,794,000 | 50,179,000 | |||
Balance, shares at Mar. 31, 2023 | 3,061,245 | 62,500 | 1,057,396 | [1] | 40,741 | [1] | ||||||
Net loss | [1] | [1] | (8,775,000) | (482,000) | (9,257,000) | |||||||
Preferred dividends-Series B | [1] | (252,000) | [1] | (252,000) | ||||||||
Stock-based compensation | [1] | 2,232,000 | [1] | 2,232,000 | ||||||||
Issuance of shares – securities purchase offering | [1] | 446,000 | [1] | 446,000 | ||||||||
Issuance of shares - Securities Purchase offering, shares | [1] | 63,978 | ||||||||||
Restricted stock units vested | [1] | [1] | ||||||||||
Restricted stock units vested, shares | [1] | 25,125 | ||||||||||
Issuance of shares- Notes conversion | [1] | 400,000 | [1] | 400,000 | ||||||||
Issuance of shares- Notes conversion, shares | [1] | 64,351 | ||||||||||
Contribution from Non-Controlling interest | [1] | [1] | 13,543,000 | 13,543,000 | ||||||||
Issuance of shares-merger shares | [1] | [1] | ||||||||||
Issuance of shares -merger shares, shares | [1] | 19,800 | ||||||||||
Warrants and valuation issued in relation to debt amendment | [1] | 1,330,000 | [1] | 1,330,000 | ||||||||
Balance at Jun. 30, 2023 | $ 3,000 | $ 1,000 | [1] | 284,166,000 | [1] | (237,606,000) | $ (13,798,000) | 25,855,000 | 58,621,000 | |||
Balance, shares at Jun. 30, 2023 | 3,061,245 | 62,500 | 1,230,650 | [1] | 40,741 | [1] | ||||||
Net loss | [1] | [1] | (6,662,000) | 646,000 | (6,016,000) | |||||||
Preferred dividends-Series B | [1] | (38,000) | [1] | (38,000) | ||||||||
Stock-based compensation | [1] | 595,000 | [1] | 595,000 | ||||||||
Issuance of shares – securities purchase offering | [1] | 770,000 | [1] | 770,000 | ||||||||
Issuance of shares - Securities Purchase offering, shares | [1] | 113,502 | ||||||||||
Issuance of shares- Notes conversion | [1] | 650,000 | [1] | 650,000 | ||||||||
Issuance of shares- Notes conversion, shares | [1] | 104,577 | ||||||||||
Contribution from Non-Controlling interest | [1] | [1] | 151,000 | 151,000 | ||||||||
Common Shares and Warrants for Series B dividend payment | [1] | 656,000 | [1] | 656,000 | ||||||||
Common Shares and Warrants for Series B dividend payment, shares | [1] | 44,000 | ||||||||||
Balance at Sep. 30, 2023 | $ 3,000 | $ 1,000 | [1] | 286,799,000 | [1] | (244,268,000) | $ (13,798,000) | 26,652,000 | 55,389,000 | |||
Balance, shares at Sep. 30, 2023 | 3,061,245 | 62,500 | 1,492,729 | [1] | 40,741 | [1] | ||||||
Net loss | [1] | [1] | (6,702,000) | 1,705,000 | (4,997,000) | |||||||
Stock-based compensation | [1] | 602,000 | [1] | 602,000 | ||||||||
Restricted stock units vested | [1] | [1] | ||||||||||
Restricted stock units vested, shares | [1] | 2,299 | ||||||||||
Issuance of shares- Notes conversion | $ 2,000 | [1] | 3,568,000 | [1] | 3,570,000 | |||||||
Issuance of shares- Notes conversion, shares | [1] | 892,245 | ||||||||||
Contribution from Non-Controlling interest | [1] | [1] | 8,000 | 8,000 | ||||||||
Issuance of shares-merger shares | [1] | [1] | ||||||||||
Issuance of shares -merger shares, shares | [1] | 39,600 | ||||||||||
Issuance of shares – warrant exercise | [1] | [1] | ||||||||||
Issuance of shares - warrant exercises, shares | [1] | 81,726 | ||||||||||
True up shares for reverse split | [1] | [1] | ||||||||||
True up shares for reverse split, shares | [1] | 37,762 | ||||||||||
Warrant revaluation | [1] | 307,000 | [1] | 307,000 | ||||||||
Distribution to Non-Controlling interest | [1] | [1] | (1,520,000) | (1,520,000) | ||||||||
Warrant revaluation | [1] | (307,000) | [1] | (307,000) | ||||||||
Balance at Dec. 31, 2023 | $ 3,000 | $ 3,000 | [1],[2] | 291,276,000 | [1],[2] | (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] | ||||||
Net loss | [2] | [2] | (5,254,000) | 2,710,000 | (2,544,000) | |||||||
Stock-based compensation | [2] | 661,000 | [2] | 661,000 | ||||||||
Issuance of shares- Notes conversion | [2] | 1,023,000 | [2] | 1,023,000 | ||||||||
Issuance of shares- Notes conversion, shares | 270,572 | |||||||||||
Issuance of shares – warrant exercise | [2] | 300,000 | [2] | 300,000 | ||||||||
Issuance of shares - warrant exercises, shares | 61,501 | |||||||||||
Warrant revaluation | [2] | 1,715,000 | [2] | 1,715,000 | ||||||||
Distribution to Non-Controlling interest | [2] | [2] | (2,233,000) | (2,233,000) | ||||||||
Reverse split adjustment | [2] | [2] | ||||||||||
Reverse split adjustment, shares | 17 | |||||||||||
Restricted stock units invested | [2] | [2] | ||||||||||
Restricted stock units invested, shares | 3,780 | |||||||||||
Warrant revaluation | [2] | (1,715,000) | [2] | (1,715,000) | ||||||||
Balance at Mar. 31, 2024 | $ 3,000 | $ 3,000 | [2] | $ 291,545,000 | [2] | $ (256,224,000) | $ (13,798,000) | $ 27,322,000 | $ 48,851,000 | |||
Balance, shares at Mar. 31, 2024 | 3,061,245 | 62,500 | 2,882,231 | 40,741 | ||||||||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) | Oct. 13, 2023 | Oct. 11, 2023 |
Statement of Stockholders' Equity [Abstract] | ||
Reverse stock split | 1-for-25 | 1-for-25 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | |
Operating Activities | |||||
Net loss | $ (2,544) | $ (4,997) | $ (9,257) | $ (7,432) | |
Adjustments to reconcile net loss to net cash provided by (used in) by operating activities: | |||||
Depreciation expense | 1,554 | 632 | |||
Amortization expense | 2,372 | 2,369 | |||
Stock-based compensation | 661 | 879 | |||
Deferred income taxes | (548) | (547) | |||
Impairment on fixed assets | 130 | 209 | |||
Amortization of operating lease asset | 61 | 56 | |||
Loss (gain) on debt extinguishment and revaluation, net | 3,097 | (473) | |||
Amortization on deferred financing costs and discount on notes | 7 | 501 | |||
Loss on sale of fixed assets | 1 | 78 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (1,480) | 41 | |||
Prepaid expenses and other current assets | (138) | (26) | |||
Other long-term assets | 1 | (300) | |||
Accounts payable | 430 | 1,368 | |||
Deferred revenue | (453) | ||||
Operating lease liabilities | (61) | (54) | |||
Other liabilities and customer deposits | (192) | 104 | |||
Accrued liabilities | 499 | (5) | |||
Net cash provided by (used in) operating activities | 3,850 | (3,053) | |||
Investing Activities | |||||
Purchases of property, plant, and equipment | (524) | (860) | |||
Purchases of intangible assets | (38) | (24) | |||
Proceeds from disposal on property, plant, and equipment | 78 | 249 | |||
Deposits of equipment, net | (343) | 200 | |||
Net cash used in investing activities | (827) | (435) | |||
Financing Activities | |||||
Proceeds from common stock warrant exercises | 300 | ||||
Proceeds from common stock securities purchase agreement offering | 41 | ||||
Proceeds from notes and debt issuance | 900 | ||||
Payments on Navitas loan | (616) | ||||
Costs of common stock securities purchase agreement offering | (4) | ||||
Payments on NYDIG loans and line of credit | (215) | $ (350) | |||
Contributions from non-controlling interest | 5,991 | ||||
Distributions to non-controlling interest | (1,680) | ||||
Net cash (used in) provided by financing activities | (1,996) | 6,713 | |||
Increase in cash & restricted cash | 1,027 | 3,225 | |||
Cash & restricted cash – beginning of period | 10,367 | $ 5,046 | 1,821 | 1,821 | |
Cash & restricted cash – end of period | 11,394 | $ 10,367 | 5,046 | $ 10,367 | |
Supplemental Disclosure of Cash Flow Information | |||||
Interest paid on NYDIG loans and line of credit | 115 | 6 | |||
Interest paid on Navitas loan | 57 | ||||
Warrant consideration in relation to convertible notes and revaluation | 4,333 | ||||
Notes converted to common stock | 1,023 | 1,394 | |||
Noncash membership distribution accrual | 1,069 | ||||
Noncash disposal of NYDIG collateralized equipment | 3,388 | ||||
Promissory note and interest conversion to common shares | 401 | ||||
Noncash non-controlling interest contributions | 2,767 | ||||
Noncash activity right-of-use assets obtained in exchange for lease obligations | 397 | ||||
Series B preferred dividend in accrued expense | $ (131) |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
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, “SDI” refers to Soluna Digital, Inc. and previously, “SCI” refers to Soluna Computing, Inc., formerly known as EcoChain, Inc. Soluna Holdings, Inc., formerly known as Mechanical Technology, Incorporated which was originally incorporated in the State of New York in 1961, reincorporated in the State of Nevada on March 24, 2021, and is headquartered in Albany, New York. Effective November 2, 2021, the Company changed its name from “Mechanical Technology, Incorporated” (or “MTI”) to “Soluna Holdings, Inc.” On October 29, 2021, Soluna Callisto merged into Soluna Computing, Inc. (“SCI”), a private green data center development company. The Company formed a wholly owned subsidiary of SHI on December 31, 2023, Soluna Digital, Inc. (“Soluna Digital”, or “SDI”). Effective December 31, 2023, SHI’s previously wholly-owned subsidiary, SCI transferred substantially all of its assets to SHI or its subsidiaries. SHI currently conducts its business through its wholly-owned subsidiary, SDI. 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. In fiscal year 2021, the Company 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 MW. Currently, all of Project Sophie is performing data hosting, including hosting an AI customer in the first quarter of 2024. The Company has sold all of its existing Bitcoin miners at the Project Sophie site and redeployed capital. On September 17, 2022, the Company 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 ERCOT and energized 25 MW in May 2023 and has energized another 25 MW in October 2023. The Company as of March 31, 2024, has a 14.6 53.3 Going Concern and Liquidity The Company’s condensed financial statements as of March 31, 2024 have been prepared using generally accepted accounting principles in the United States of America (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As shown in the accompanying condensed financial statements, the Company was in a net loss, has negative working capital, and has significant outstanding debt as of March 31, 2024. These factors, among others indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year after issuance of these condensed financial statements as of March 31, 2024, or May 15, 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 1.2 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. In addition to the Company’s cash on hand for available use of approximately $ 8.4 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation In the opinion of management, the Company’s condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the periods presented in accordance with United States of America’s Generally Accepted Accounting Principles (“U.S. GAAP”). The results of operations for the interim periods presented are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“the Annual Report”). The information presented in the accompanying condensed consolidated balance sheet as of December 31, 2023 has been derived from the Company’s audited consolidated financial statements. All other information has been derived from the Company’s unaudited condensed consolidated financial statements for the three months ended March 31, 2024 and March 31, 2023. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, including the Company’s variable interest entities disclosed in Note 15. 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. 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 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 March 31, 2024, the Company had restricted cash of approximately $ 3.0 2.0 1.0 4.0 3.0 1.0 Deposits and Credits on equipment As of March 31, 2024 and December 31, 2023, the Company had approximately $ 1.4 1.0 975 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 issued 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 also corrected 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-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: Schedule of Error Corrections of Basic and Diluted EPS 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 For the six months ended (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, “Basis of Presentation,” for details. For the three months ended For the nine months ended 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 ) |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Accounts Receivable | 3. Accounts Receivable Accounts receivables consist of the following at: Schedule of Accounts Receivable (Dollars in thousands) March 31, December 31, Data hosting $ 3,006 $ 2,456 Related party receivable 8 8 Demand response service receivable 1,143 268 Proprietary mining Coinbase receivable 271 216 Total $ 4,428 $ 2,948 Accounts receivables $ 4,428 $ 2,948 The Company’s allowance for expected credit loss was $ 0 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
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) March 31, December 31, Land and land improvements $ 1,553 $ 1,538 Buildings and leasehold improvements 25,355 25,369 Computers and related software 11,250 11,764 Machinery and equipment 9,058 9,054 Office furniture and fixtures 28 28 Construction in progress 1,252 1,111 Property,plant and equipment gross 48,496 48,864 Less: Accumulated depreciation (5,232 ) (4,292 ) Property,plant and equipment, net $ 43,264 $ 44,572 Depreciation expense was approximately $ 1.6 632 The Company had an immaterial loss on sale of equipment of approximately $ 1 78 79 82 213 295 36 3 During the three months ended March 31, 2024, the Company had impairment charges of approximately $ 130 209 166 43 Equipment held for sale In April 2023, Project Sophie entered into a 25 MW hosting contract with a sustainability-focused Bitcoin miner, that 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 obtained Board of Director approval to sell all remaining miners at the Sophie location and as of December 31, 2023, approximately $ 107 79 28 148 |
Asset Acquisition
Asset Acquisition | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [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. 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 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets Intangible assets consist of the following as of March 31, 2024: Schedule of Intangible Assets (Dollars in thousands) Intangible Assets Accumulated Total Strategic pipeline contract $ 46,885 $ 22,660 $ 24,225 Assembled workforce 500 242 258 Patents 202 12 190 Total $ 47,587 $ 22,914 $ 24,673 Intangible assets consist of the following as of December 31, 2023: (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 Amortization expense for the three months ended March 31, 2024 and 2023 was approximately $ 2.4 The strategic pipeline contract relates to supply of a critical input to our digital mining and hosting 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 2024 2024 (remainder of the year) $ 7,115 2025 9,487 2026 7,907 2027 9 2028 9 Thereafter 146 Total $ 24,673 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes During the three months ended March 31, 2024 and 2023, the Company’s effective income tax rate was 8.21 9.66 21 548 547 In connection with the strategic contract pipeline acquired in the Soluna Callisto acquisition as further discussed in Note 5, ASC 740-10-25-51 requires the recognition of a deferred tax impact of acquiring an asset in a transaction that is not a business combination when the amount paid exceeds the tax basis on the acquisition date. As such, the Company is required to adjust the value of the strategic contract pipeline by approximately $ 10.9 547 The Company provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur in accordance with accounting standards that address income taxes. Significant management judgment is required in determining the period in which the reversal of a valuation allowance should occur. The Company has considered all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income amongst other items, in determining its valuation allowance. In addition, the Company’s assessment requires us to schedule future taxable income in accordance with accounting standards that address income taxes to assess the appropriateness of a valuation allowance which further requires the exercise of significant management judgment. The Company believes that the accounting estimate for the valuation of deferred tax assets is a critical accounting estimate because judgment is required in assessing the likely future tax consequences of events that have been recognized in our financial statements or tax returns. The Company based the estimate of deferred tax assets and liabilities on current tax laws and rates and, in certain cases, business plans and other expectations about future outcomes. In the event that actual results differ from these estimates, or the Company adjusts these estimates in future periods, the Company may need to adjust the recorded valuation allowance, which could materially impact our financial position and results of operations. The valuation allowance was $ 36.8 36.8 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Convertible Notes Payable Debt consists of the following Schedule of Debt (Dollars in thousands): Maturity Date Interest Rate March 31, December 31, Convertible Note July 25, 2024 * 18 % $ 6,216 $ 8,474 * 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”) 16.3 15 1,776,073 9.18 1,776,073 12.50 15 18 The October Secured Notes, subject to an original issue discount of 8 April 25, 2023 18 On July 19, 2022 and on September 13, 2022, the Company entered into an Addendum and Addendum Amendment in which adjusted the terms such as maturity date, conversion prices, and the issuance of new warrants to the Noteholders. Pursuant to the Addendum and Addendum Amendment, the Company evaluated whether the new addendums qualified as debt modification or debt extinguishment, and based on ASC 470, Debt, the Company determined the Addendum and Addendum Amendment to fall under Debt Extinguishment and the Company would be required to fair value the new debt, and in turn write off the existing debt on the books. Following the debt extinguishment on July 19, 2022 as noted further above, the Convertible Notes will be accounted for under the fair value method on a recurring basis upon issuance (e.g., upon execution of the Addendum) per guidance within ASC 480, and at each subsequent reporting period, with changes in fair value reported in earnings. Although the Notes are not being accounted for under 825-10, the substance of the debt is considered to be the same and is therefore considered outside the scope of ASC 470-60. As such, the Company performed a fair value analysis of the Convertible Notes. For the year-ended December 31, 2023 and quarter-ended March 31, 2024, the Company had Monte Carlo simulations run-out for the expected conversion dates of the Convertible Notes using risk free rates, annual volatility, daily trading volumes, likely conversion profiles, and other assumptions based on principal and accrued interest as of the period ends. The Company determined the fair value of the Convertible Notes uses certain Level 3 inputs. Changes in Level 3 Financial Liabilities Carried at Fair Value Schedule of Changes in Level 3 Financial Liabilities Carried at Fair Value (in thousands) Balance, January 1, 2023 $ 12,254 Conversions of debt (January 2023- March 31, 2023) (1,395 ) Total revaluation gains (January 2023- March 31, 2023) (473 ) Balance, March 31, 2023 10,386 Conversions of debt (April 1, 2023- December 31, 2023) (4,568 ) Total revaluation losses (April 1, 2023- December 31, 2023) 2,656 Balance December 31, 2023 $ 8,474 Financial liabilities, Balance $ 8,474 Conversions of debt (January 1, 2024- March 31, 2024) (1,023 ) Conversions of debt (1,023 ) Total revaluation gains (January 1, 2024- March 31, 2024) (1,235 ) Total revaluation (gains) losses (1,235 ) Balance March 31, 2024 $ 6,216 Financial liabilities, Balance $ 6,216 For the three months ended March 31, 2023, the Company had approximately $ 1.4 11.6 10.4 1.0 7.7 7.5 6.2 The following table represents the significant and subjective fair value assumptions used for Convertible Notes during the three months ended March 31, 2024: Schedule of Fair Value Assumptions For Convertible Notes Three months ended March 31, 2024 Stock price $ 2.88 3.43 Conversion price $ 3.78 Volatility 97.5 115 % Risk-free interest rate 5.31 5.46 % 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 . Due to the default, the Company accrued interest at a rate of 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 satisfied: (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”). The aim is 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 On February 28, 2024 the Company and the Purchasers entered into a Fourth Amendment Agreement to amend the Notes, SPA and related agreements to facilitate future financings by the Company by amending the Transaction Documents as follows: The Company shall be permitted to 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: ● Reduced the conversion price of the Notes to $ 3.78 ● The Purchasers received an aggregate of 850,000 0.01 ● An aggregate of 320,005 3.78 3.78 ● An aggregate of 478,951 6.00 6.00 For every one $6.00 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 The effect of the additional penny warrants, $ 3.78 6.00 5.8 Pursuant to additional agreements with holders of another 51,618 530,569 51,618 6.00 51,618 386 Because the foregoing will result in the issuance of more than 20 5 On March 5, 2024, one of the Noteholders exercised 50 thousand warrants at the $ 6.00 repriced warrant value. As such, the Company issued 68 thousand $ 0.01 warrants, 80 thousand $ 4.20 warrants, and 80 thousand $ 5.70 warrants. The following table represents the significant fair value assumptions used for warrants issued or repriced during the three months ended March 31, 2024: Schedule of Fair Value Assumptions For Warrants Issued Three months ended Stock price $ 2.88 4.07 Exercise price $ 0.01 20.00 Expected term in years 3.00 8.77 Expected dividend yield 0.00 % Volatility 127.50 137.50 % Risk-free interest rate 4.28 4.44 % With the Fourth Amendment on February 28, 2024, a fair value was established at approximately $ 7.5 5.3 436 0.01 3.78 6.00 0.01 4.20 5.70 6.00 5.8 As of December 31, 2023, the fair value of the convertible debt was approximately $ 8.5 million outstanding which included adjustments to the value due to debt extinguishments and revaluations of multiple amendments throughout the fiscal year, as well as approximately $ 6.0 million in note conversions of the debt. The Company had approximately an $ 8.7 million principal balance outstanding for the convertible debt as of December 31, 2023. As of March 31, 2024, the fair value of the debt was approximately $ 6.2 million which included $ 1.0 million of conversions from January 1, 2024 through March 31, 2024, as well as a gain on debt for extinguishment with the Fourth Amendment on February 28, 2024 and the quarter valuation on March 31, creating a total gain on debt extinguishment and revaluation of approximately $ 1.3 million. In addition, a warrant revaluation was done at March 31, 2024, which created a gain on revaluation associated with the warrant liability of approximately $ 1.5 NYDIG Financing Schedule of Financing Debt (Dollars in thousands) Maturity Dates Interest Rate January 1, 2024 - January 1, 2023 - NYDIG Loans #1-11 April 25, 2023 thru January 25, 2027 12% thru 15 $ 9,183 $ 10,546 Less: repossession of collateralized assets — (1,363 ) Total outstanding debt $ 9,183 $ 9,183 * 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. Also, as the Company was not able to obtain a waiver, the outstanding deferred financing costs were written off. As of December 31, 2022, the Borrower had incurred accrued interest and penalty of approximately $ 274 thousand. On February 23, 2023, NYDIG proceeded to foreclose on all of the collateral securing the MEFA, and repossessed the collateralized assets that totaled approximately $ 3.4 million, in which approximately $ 560 thousand was first used to pay off accrued interest and penalty to date. On September 5, 2023, NYDIG provided a letter finalizing the accounting for the repossessed collateralized assets totaling proceeds of approximately $ 3.4 million. This included legal and other expenses associated with the sale of the assets net a modest gain on the estimated net book value of the assets totaling $ 251 thousand that was expensed as a loss on disposition of assets for the year ended December 31, 2023. On December 7, 2023, NYDIG filed its Motion for Summary Judgment seeking entry of a judgment against Soluna in the approximate amount of $ 10.3 million for principal and interest and penalties. On January 12, 2024, Soluna filed its objection to NYDIG’s motion for summary judgment on the grounds that NYDIG failed to explain what collateral of which loan was sold and how the sale proceeds were allocated to each loan. A summary judgment motion was performed on February 13, 2024, and was agreed upon by both NYDIG and the Borrower, that the total outstanding loan principal balance would be approximately $ 9.2 million, in which a penalty fee was applied of approximately $ 1.0 million to the repossessed collateralized assets, and outstanding interest and penalty balance would be approximately $ 936 thousand as of December 31, 2023. The Company applied the per diem interest rate agreed upon with the summary judgement for the three months ended March 31, 2024 and recorded interest expense of approximately $ 363 thousand and has an outstanding interest and penalty accrual of approximately $ 1.2 million recorded within “Accrued Liabilities” as of March 31, 2024. See Note 10 for further information in relation to the NYDIG litigation matter. Loan and Security Agreement Navitas Term Loan Schedule of Navitas Term Loan (Dollars in thousands) Maturity Date Interest Rate January 1, 2024- May 9, 2023- Term Loan and capitalized interest (excludes debt issuance cost) May 9, 2025 15 % $ 1,707 $ 2,254 Less: principal and capitalized interest payments (616 ) (547 ) Less: debt issuance costs (19 ) (25 ) Total outstanding debt $ 1,072 $ 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 1.1 1.7 616 547 63 Line of Credit On September 15, 2021, the Company entered into a $ 1.0 0.75 350 350 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | 9. Stockholders’ Equity Preferred Stock The Company has two series of preferred stock outstanding: the 25.00 Series B Convertible Preferred Stock 0.0001 stated value equal to $ 100.00 3,061,245 62,500 Series 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. 2,841,490 2,505,620 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. 8.6 1.7 10.3 The Company’s Series B Preferred Stock includes a 10 656 44,000 70,300 Each Pre-Funded Warrant has been funded to the amount of $ .19999 0.00001 4.99 4.99 Reservation of Shares The Company had reserved common shares for future issuance as follows as of March 31, 2024: Schedule of Reserved Shares of Common Stock for Future Issuance Stock options outstanding 51,873 Restricted stock units outstanding 5,732 Warrants outstanding 2,165,010 Common stock available for future equity awards or issuance of options 971,526 Number of common shares reserved 3,194,141 The Company also notes that as of March 31, 2024, there are 1,907,188 Loss per Share The Company computes basic loss per common share by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share reflects the potential dilution, if any, computed by dividing loss by the combination of dilutive common share equivalents, comprised of shares issuable under outstanding investment rights, warrants and the Company’s share-based compensation plans, and the weighted average number of common shares outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money stock options, which are calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of a stock option and the amount of compensation cost, if any, for future service that the Company has not yet recognized are assumed to be used to repurchase shares in the current period. The following table sets forth the reconciliation of the numerators and denominators of the basic and diluted per share computations for operations for the three months ended March 31: Schedule of Basic and Diluted Per Share Computations for Continuing Operations (Dollars in thousands, except shares) 2024 2023 Numerator: Net loss from continuing operations $ (2,544 ) $ (7,432 ) (Less) Net income (loss) attributable to non-controlling interest 2,710 (370 ) Net loss attributable to Soluna Holdings, Inc. $ (5,254 ) $ (7,062 ) Less: Preferred dividends or deemed dividends (386 ) (131 ) Less: Cumulative Preferred Dividends in arrears (1,722 ) (1,722 ) Balance $ (7,362 ) $ (8,915 ) Denominator: Basic and Diluted EPS: Common shares outstanding, beginning of period, including penny warrants 2,592,454 747,847 Weighted average common shares issued during the period including penny warrants issued and outstanding as of quarter-end 215,101 116,167 Denominator for basic earnings per common shares — Weighted average common shares 2,807,555 864,922 The Company notes as continuing operations was in a Net loss for the three months ended March 31, 2024 and 2023, 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 three months ended March 31, 2024, were options to purchase 51,873 5,732 2,038,099 Not included in the computation of earnings per share, assuming dilution, for the three months ended March 31, 2023, were options to purchase 52,392 40,320 514,694 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Commitments: Leases The Company determines whether an arrangement is a lease at inception. The Company and its subsidiaries have operating leases for certain manufacturing, laboratory, office facilities and certain equipment. The leases have remaining lease terms one ten years Lease expense for these leases is recognized on a straight-line basis over the lease term. For the three months ended March 31, total lease costs are comprised of the following: Schedule of Lease Expense Recognized on Straight-line Basis Over Lease Term (Dollars in thousands) Three Months Ended March 31, 2024 2023 Operating lease cost $ 61 $ 56 Short-term lease cost — — Total net lease cost $ 61 $ 56 Short-term leases are leases having a term of twelve months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases. Other information related to leases was as follows: Schedule of Other Information Related to Leases Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Weighted Average Remaining Lease Term (in years): Operating leases 4.54 4.43 Weighted Average Discount Rate: Operating leases 8.10 % 7.91 % Supplemental cash flows information related to leases for the three months ended March 31 was as follows: (Dollars in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 61 $ 54 Non-Cash Activity Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 397 Maturities of noncancellable operating lease liabilities are as follows for the quarter ending March 31: Schedule of Maturity of Operating Lease Liabilities (Dollars in thousands) 2024 2024 (remainder of year) $ 186 2025 79 2026 29 2027 29 2028 29 Thereafter 116 Total lease payments 468 Less: imputed interest (85 ) Total lease obligations 383 Less: current obligations 194 Long-term lease obligations $ 189 As of March 31, 2024, 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 9.2 1.2 Per agreement between NYDIG and the NYDIG Defendants, the deadline to respond to the discovery demands was extended to May 13, 2024 but with rolling weekly production that commenced on April 12, 2024. The Company intends to vigorously defend itself from NYDIG’s parent company claims. 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 | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions MeOH Power, Inc. On December 18, 2013, MeOH Power, Inc. and the Company executed a Senior Demand Promissory Note (the Note) in the amount of $ 380 0.07 368 363 Legal Services During the three months ended March 31, 2024 and 2023, the Company incurred $ 1 1 Employee Receivables Certain employees have a receivable due to the Company based on their stock-based awards, in which $ 109 110 13 13 96 97 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 three months ended March 31, 2024 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 |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | 12. Stock Based Compensation 2023 Plan The 2023 Plan was adopted by the Board on February 10, 2023 and approved by the stockholders on March 10, 2023. The 2023 Plan sets the number of shares of our Common Stock reserved for issuance thereunder, on a quarterly basis, to 9.75 9.75 On June 29, 2023, at the Annual Shareholder Meeting, the Amended and Restated 2023 Stock Incentive Plan was approved. The Amended and Restated 2023 Plan will, among other things, increase the number of shares of our Common Stock reserved for issuance thereunder, on a quarterly basis, to 23.75 23.75 2021 Plan The Company’s 2021 Plan was adopted by the Board on February 12, 2021 and approved by the stockholders on March 25, 2021. The 2021 Plan was amended and restated effective as of October 29, 2021, and May 27, 2022, respectively. The 2021 Plan authorizes the Company to issue shares of common stock upon the exercise of stock options, the grant of restricted stock awards, and the conversion of restricted stock units (collectively, the “Awards”). The Compensation Committee has full authority, subject to the terms of the 2021 Plan, to interpret the 2021 Plan and establish rules and regulations for the proper administration of the 2021 Plan. Subject to certain adjustments as provided in the 2021 Plan, the maximum aggregate number of shares of the Company’s common stock that may be issued under the 2021 Plan (i) pursuant to the exercise of options, (ii) as shares or restricted stock and (iii) in settlement of RSUs shall be limited to (A) during the Company’s fiscal year ending December 31, 2021 (the “2021 Fiscal Year”), 1,460,191 On March 10, 2023, at the Special Shareholder Meeting, the Third Amended and Restated 2021 Stock Incentive Plan was approved. The Third Amended and Restated 2021 Plan will, among other things, (a) increase the number of shares of our Common Stock reserved for issuance thereunder, on a quarterly basis, to 18.75% of the shares of our Common Stock outstanding on the measurement date and (b) allow us to grant awards of shares of our 9.0% Series A Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) (with and without restrictions). Subject to certain adjustments as provided in the Third Amended and Restated 2021 Plan, the maximum aggregate number of shares of our Common Stock that may be issued under the Third Amended and Restated 2021 Plan (excluding the number of shares of our Common Stock subject to Specified Awards (as defined below)) (i) pursuant to the exercise of stock options, (ii) as unrestricted or restricted Common Stock, and (iii) in settlement of RSUs shall be limited to, beginning with the first quarter of our fiscal year ending December 31, 2023 (or January 1, 2023), 18.75% of the number of shares of our Common Stock outstanding as of the first trading day of each quarter. Subject to certain adjustments as provided in the Third Amended and Restated 2021 Plan, the maximum aggregate number of shares of our Series A Preferred Stock that may be issued under the Third Amended and Restated 2021 Plan as unrestricted or restricted Series A Preferred Stock shall equal $3,600,000 valued as of the effective date of the Third Amended and Restated 2021 Plan as determined at the lower of the closing price of our Series A Preferred Stock on Nasdaq on such date or the average of the daily volume weighted average price of our Series A Preferred Stock on Nasdaq as reported by Bloomberg L.P. for a period of five (5) consecutive trading days ending on such date. Subject to certain adjustments as provided in the Third Amended and Restated 2021 Plan, (i) shares of our Common Stock and Series A Preferred Stock, as applicable, subject to the Third Amended and Restated 2021 Plan shall include shares of our Common Stock and Series A Preferred Stock, as applicable, which revert back to the Third Amended and Restated 2021 Plan in a prior quarter or fiscal year, as applicable, pursuant to the paragraph below, and (ii) the number of shares of our Common Stock and Series A Preferred Stock, as applicable, that may be issued under the Third Amended and Restated 2021 Plan may never be less than the number of shares of our Common Stock and Series A Preferred Stock, as applicable, that are then outstanding under (or available to settle existing) 2021 Plan Award grants. For purposes of the Third Amended and Restated 2021 Plan, “Specified Awards” means (i) 2021 Plan Awards issued to Eligible Persons who are not employed or engaged by us or any of our subsidiaries as of the last day of any fiscal quarter, commencing with the fiscal quarter ending March 31, 2023, and (ii) 2021 Plan Awards that have a grant date at least three (3) years prior to the last day of any fiscal quarter, commencing with the fiscal quarter ending March 31, 2023. The exclusion of Specified Awards from the determination of the maximum aggregate number of shares of our Common Stock available for issuance under the Third Amended and Restated 2021 Plan could have material effect on the number of shares of our Common Stock available for issuance thereunder and could have a material dilutive effect on our stockholders. The Board has approved amendments to the both the 2021 and 2023 Plans subject to stockholder approval at the 2024 Annual Meeting. Under the Plans, the number of shares of common stock available for awards is limited to, 18.75 23.75 18.75 23.75 There were no awards granted during the three months ended March 31, 2024. During the three months ended March 31, 2023, the Company awarded 500,000 0.2986 |
Effect of Recent Accounting Upd
Effect of Recent Accounting Updates | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Effect of Recent Accounting Updates | 13. Effect of Recent Accounting Updates Accounting Updates Effective for fiscal year 2024 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. 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 Stock Compensation In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards ASC 718, Compensation—Stock Compensation (ASC 710, Compensation—General, ) |
PROJECT MARIE
PROJECT MARIE | 3 Months Ended |
Mar. 31, 2024 | |
Project Marie | |
PROJECT MARIE | 14. PROJECT MARIE As previously disclosed in Footnote 8, on December 20, 2022, Soluna MC Borrowing 2021-1 LLC (“Borrower”), an indirect wholly owned subsidiary of Soluna Holdings, Inc. (the “Company”), received a Notice of Acceleration and Repossession (the “NYDIG Notice”) from NYDIG ABL LLC (“NYDIG”) with respect to the Master Equipment Finance Agreement, dated as of December 30, 2021 (the “MEFA”), by and between Borrower and NYDIG. The NYDIG Notice states that (a) Borrower failed to observe or perform certain covenants, conditions or agreements contained in the MEFA and such failure continued unremedied for a period of ten days after Borrower’s knowledge of such breach, which resulted in an event of default under the MEFA, and (b) Borrower defaulted under the guaranty, collateral agreement, or other support agreement, which resulted in an event of default under the MEFA. In addition, the NYDIG Notice states that Borrower failed to pay certain payments of principal and interest under the MEFA when due, which failure also constituted an event of default under the MEFA. As a result of the foregoing events of default, and pursuant to the MEFA, NYDIG (x) declared the principal amount of all loans due and owing under the MEFA and all accompanying Loan Documents (as defined in the MEFA) to be due and immediately payable, (y) imposed a default rate of interest on any outstanding principal amount of each loan (together with all then unpaid interest accruing thereon) and all other obligations under the MEFA and the Loan Documents, and (z) demanded the return of all equipment subject to the MEFA and the Loan Documents. The assets which secure the MEFA represent substantially all of the Company’s mining assets at the site and certain of the operating assets of Project Marie, a 20 MW facility located in Kentucky. The obligations of Borrower under the MEFA and reflected in the NYDIG Notice are ring-fenced to Borrower and its direct parent company, Soluna MC LLC. The Company is not a party to any guaranty, collateral agreement or other support agreement with or for the benefit of NYDIG. For the year ended December 31, 2022, the principal balance of $ 10.5 2.0 3.4 740 251 1.0 9.2 3.4 251 10.3 9.2 1.0 936 9.2 1.2 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 $ 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 first quarter of 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. Since the evaluation related to prior quarter, the Company has included comparative pretax loss for Project Marie for the three months ended March 31, 2024 and March 31, 2023. Set forth below are the results of Project Marie: Schedule of Results of Project Marie (Dollars in thousands) Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Cryptocurrency mining revenue $ - $ 769 Operation service revenue- intercompany 3 - Data hosting revenue - 276 Total revenue 3 1,045 Operating costs: Cost of cryptocurrency mining revenue, exclusive of depreciation - 801 Cost of revenue-depreciation - 122 Data hosting costs - 214 Operational service costs- intercompany 1 - General and administrative (income) expense (32 ) 286 Impairment on fixed assets - 43 Operating profit (loss) 34 (421 ) Interest expense (361 ) (377 ) Gain on sale of fixed assets - 12 Other income, net 7 - Net loss before income taxes $ (320 ) $ (786 ) For the three months ended March 31, 2024, the intercompany service revenue and costs are eliminated within consolidation. Project Marie received a $ 32 |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITY | 15. 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) March 31, 2024 December 31, 2023 Current assets: Cash and restricted cash $ 3,952 $ 2,275 Accounts receivable 1,319 1,246 Assets held for sale Related party receivable- intercompany Prepaids and other current assets 17 - Due from- intercompany 235 235 Total current assets 5,523 3,756 Other assets- long term 2,172 2,172 Property, plant, and equipment 13,481 13,712 Total assets $ 21,176 $ 19,640 Current liabilities: Accounts payable $ 258 $ 95 Accrued expense 516 677 Due to intercompany Related party payable- intercompany Current portion of debt Total current liabilities 774 772 Customer deposits- long term 1,300 1,190 Other long-term liabilities 224 224 Total liabilities $ 2,298 $ 2,186 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 DVCC, 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 DVCC, and (b) describe the respective rights and obligations of the Members and the management of DVCC. As of March 31, 2024, Navitas owns 46.7% and Soluna owns 53.3% of DVCC. 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) March 31, 2024 December 31, 2023 Current assets: Cash and restricted cash $ 3,811 $ 2,575 Accounts receivable 271 254 Prepaids and other current assets 17 - Assets held for sale 147 - Related party receivable- intercompany 577 577 Total current assets 4,823 3,406 Other assets- long term 2,172 2,172 Property, plant, and equipment 20,864 22,188 Total assets $ 27,859 $ 27,766 Current liabilities: Accounts payable $ 1,535 $ 138 Accrued expense 2,185 2,214 Due to intercompany 151 151 Related party payable- intercompany 1,108 1,108 Current portion of debt 1,072 1,681 Total current liabilities 6,051 5,292 Total liabilities $ 6,051 $ 5,292 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | 16. Segment Information The Company applies ASC 280, Segment Reporting two No The Cryptocurrency Mining segment generates revenue from the cryptocurrency the Company earns through its mining activities, which is currently generated from Project Dorothy, and previously from Project Sophie and Marie. 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 three months ended March 31, 2024 and 2023, approximately 100 0 0 28 0 72 67 0 33 0 0 96 0 4 The Company evaluates performance based on profit or loss from operations before income taxes, accounting changes, items management does not deem relevant to segment performance, and interest income and expense. Inter-segment sales and expenses are not significant. Non-cash items of depreciation and amortization are included within both costs of sales and selling, general and administrative expenses. The following table details revenue and cost of revenues for the Company’s reportable segments for three months ended March 31, 2024 and 2023, and reconciles to net income (loss) on the consolidated statements of operations: Schedule of Segment Reporting Information (Dollars in thousands) For the Three Months Ended March 31, 2024 2023 Reportable segment revenue: Cryptocurrency mining revenue $ 6,396 $ 2,796 Data hosting revenue 5,278 286 Demand response service revenue 875 - Total segment and consolidated revenue 12,549 3,082 Reportable segment cost of revenue: Cost of cryptocurrency mining revenue, exclusive of depreciation 1,841 2,251 Cost of data hosting revenue, exclusive of depreciation 2,251 272 Cost of revenue- depreciation 1,523 625 Total costs of revenues 1,523 625 Total segment and consolidated cost of revenues 5,615 3,148 Reconciling items: General and administrative expenses 6,397 6,737 Impairment on fixed assets 130 209 Interest expense 424 1,374 Loss (gain) on debt extinguishment and revaluation, net 3,097 (473 ) Loss on sale of fixed assets 1 78 Other income, net (23 ) (12 ) Income tax benefit (548 ) (547 ) Net loss (2,544 ) (7,432 ) (Less) Net income (loss) attributable to non-controlling interest 2,710 (370 ) Net loss attributable to Soluna Holdings, Inc. $ (5,254 ) $ (7,062 ) Capital expenditures 524 860 Depreciation and amortization 3,926 3,002 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Appointment of John Tunison as Chief Financial Officer The Company has appointed John Tunison to serve as the Chief Financial Officer (“CFO”) and Treasurer of the Company, effective April 8, 2024, with employment commencing on March 29, 2024. Mr. Tunison is an experienced finance professional, previously serving as CFO of Verdant Specialty Solutions from May 2023 to March 2024 and CFO of Trussway Manufacturing from March 2019 to December 2022. Equity Award Agreements On April 15, 2024, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Soluna Holdings, Inc., adopted forms of restricted stock award agreements (the “Stock Award Agreements”) that the Company may issue under the Company’s Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan, as amended and in effect from time to time (the “2021 Plan”), and/or the Company’s Soluna Holdings, Inc. 2023 Stock Incentive Plan (the “2023 Plan” and together with the 2021 Plan, each a “Plan” and collectively the “Plans”). The Stock Award Agreements may be denominated in shares of the Company’s Common Stock (“Common Stock”) and/or, in the case of Stock Award Agreements issued under the 2021 Plan, shares of the Company’s 9.0 The Company, upon the approval of the Compensation Committee, may issue to a recipient a Master Restricted Stock Agreement (a “Master RSA”) under the 2021 Plan and/or the 2023 Plan. Each Master RSA will be denominated in shares of Common Stock and will be subject to one or more Stock Award Agreements pursuant to which the Company will issue shares of Common Stock in accordance with each Master RSA and the applicable Plan. Each Master RSA and accompanying Stock Award Agreement will be subject to the vesting schedules set forth therein, which may consist of time-based vesting or vesting upon a separation from the Company or a subsidiary thereof. Each Master RSA and accompanying Stock Award Agreement provides that if the recipient maintains a continuous business relationship through each vesting date, a portion of the shares subject to the Master RSA and accompanying Stock Award Agreement shall vest on the applicable vesting date. If the Company terminates the recipient’s business relationship with the Company, or any subsidiary thereof, for any reason, whether voluntary or involuntary, no additional shares subject to the Master RSA or any accompanying Stock Award Agreement shall vest after the termination date. The Compensation Committee shall have the discretion to determine each recipient’s business relationship status. For purposes of each Master RSA, a business relationship consists of service to the Company or its subsidiaries in the capacity of an employee, officer, director, consultant or advisor. If the Company consummates a change of control, all shares of Common Stock subject to the Master RSA and any accompanying Stock Award Agreement will automatically vest and become exercisable, subject to any limitations imposed by Sections 280G and 4999 of the Internal Revenue Code. The Company, upon the approval of the Compensation Committee, may also issue to a recipient a Restricted Stock Award Agreement (a “General RSA”) under the 2021 Plan. Each General RSA may be denominated in shares of Common Stock and/or Preferred Stock. Each General RSA will be subject to the vesting schedule set forth therein, which may consist of time-based vesting or vesting upon a separation from the Company or a subsidiary thereof. Each General RSA will provide that if the recipient maintains a continuous business relationship through each vesting date, a portion of the shares subject to the Stock Award Agreement shall vest on the applicable vesting date. If the Company terminates the recipient’s business relationship with the Company, or any subsidiary thereof, for any reason, whether voluntary or involuntary, no additional shares subject to the Stock Award Agreement shall vest after the termination date. The Compensation Committee shall have the discretion to determine each recipient’s business relationship status. For purposes of each Stock Award Agreement, a business relationship consists of service to the Company or its subsidiaries in the capacity of an employee, officer, director, consultant or advisor. If the Company consummates a change of control, all or a portion of the shares subject to the General RSA may, at the discretion of the Compensation Committee, vest and become free of some or all restrictions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may cause the application of Sections 280G and 4999 of the Internal Revenue Code. On April 15, 2024, the Company awarded 929,410 1,867,300 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, including the Company’s variable interest entities disclosed in Note 15. 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. |
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 March 31, 2024, the Company had restricted cash of approximately $ 3.0 2.0 1.0 4.0 3.0 1.0 |
Deposits and Credits on equipment | Deposits and Credits on equipment As of March 31, 2024 and December 31, 2023, the Company had approximately $ 1.4 1.0 975 |
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 | 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 issued 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 also corrected 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-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: Schedule of Error Corrections of Basic and Diluted EPS 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 For the six months ended (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, “Basis of Presentation,” for details. For the three months ended For the nine months ended 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 ) |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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-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: Schedule of Error Corrections of Basic and Diluted EPS 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 For the six months ended (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, “Basis of Presentation,” for details. For the three months ended For the nine months ended 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 ) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivables consist of the following at: Schedule of Accounts Receivable (Dollars in thousands) March 31, December 31, Data hosting $ 3,006 $ 2,456 Related party receivable 8 8 Demand response service receivable 1,143 268 Proprietary mining Coinbase receivable 271 216 Total $ 4,428 $ 2,948 Accounts receivables $ 4,428 $ 2,948 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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) March 31, December 31, Land and land improvements $ 1,553 $ 1,538 Buildings and leasehold improvements 25,355 25,369 Computers and related software 11,250 11,764 Machinery and equipment 9,058 9,054 Office furniture and fixtures 28 28 Construction in progress 1,252 1,111 Property,plant and equipment gross 48,496 48,864 Less: Accumulated depreciation (5,232 ) (4,292 ) Property,plant and equipment, net $ 43,264 $ 44,572 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following as of March 31, 2024: Schedule of Intangible Assets (Dollars in thousands) Intangible Assets Accumulated Total Strategic pipeline contract $ 46,885 $ 22,660 $ 24,225 Assembled workforce 500 242 258 Patents 202 12 190 Total $ 47,587 $ 22,914 $ 24,673 Intangible assets consist of the following as of December 31, 2023: (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 |
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 2024 2024 (remainder of the year) $ 7,115 2025 9,487 2026 7,907 2027 9 2028 9 Thereafter 146 Total $ 24,673 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following Schedule of Debt (Dollars in thousands): Maturity Date Interest Rate March 31, December 31, Convertible Note July 25, 2024 * 18 % $ 6,216 $ 8,474 * 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 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, January 1, 2023 $ 12,254 Conversions of debt (January 2023- March 31, 2023) (1,395 ) Total revaluation gains (January 2023- March 31, 2023) (473 ) Balance, March 31, 2023 10,386 Conversions of debt (April 1, 2023- December 31, 2023) (4,568 ) Total revaluation losses (April 1, 2023- December 31, 2023) 2,656 Balance December 31, 2023 $ 8,474 Financial liabilities, Balance $ 8,474 Conversions of debt (January 1, 2024- March 31, 2024) (1,023 ) Conversions of debt (1,023 ) Total revaluation gains (January 1, 2024- March 31, 2024) (1,235 ) Total revaluation (gains) losses (1,235 ) Balance March 31, 2024 $ 6,216 Financial liabilities, Balance $ 6,216 |
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 three months ended March 31, 2024: Schedule of Fair Value Assumptions For Convertible Notes Three months ended March 31, 2024 Stock price $ 2.88 3.43 Conversion price $ 3.78 Volatility 97.5 115 % Risk-free interest rate 5.31 5.46 % |
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 three months ended March 31, 2024: Schedule of Fair Value Assumptions For Warrants Issued Three months ended Stock price $ 2.88 4.07 Exercise price $ 0.01 20.00 Expected term in years 3.00 8.77 Expected dividend yield 0.00 % Volatility 127.50 137.50 % Risk-free interest rate 4.28 4.44 % |
Schedule of Financing Debt | NYDIG Financing Schedule of Financing Debt (Dollars in thousands) Maturity Dates Interest Rate January 1, 2024 - January 1, 2023 - NYDIG Loans #1-11 April 25, 2023 thru January 25, 2027 12% thru 15 $ 9,183 $ 10,546 Less: repossession of collateralized assets — (1,363 ) Total outstanding debt $ 9,183 $ 9,183 * 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 Date Interest Rate January 1, 2024- May 9, 2023- Term Loan and capitalized interest (excludes debt issuance cost) May 9, 2025 15 % $ 1,707 $ 2,254 Less: principal and capitalized interest payments (616 ) (547 ) Less: debt issuance costs (19 ) (25 ) Total outstanding debt $ 1,072 $ 1,682 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024: Schedule of Reserved Shares of Common Stock for Future Issuance Stock options outstanding 51,873 Restricted stock units outstanding 5,732 Warrants outstanding 2,165,010 Common stock available for future equity awards or issuance of options 971,526 Number of common shares reserved 3,194,141 |
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 operations for the three months ended March 31: Schedule of Basic and Diluted Per Share Computations for Continuing Operations (Dollars in thousands, except shares) 2024 2023 Numerator: Net loss from continuing operations $ (2,544 ) $ (7,432 ) (Less) Net income (loss) attributable to non-controlling interest 2,710 (370 ) Net loss attributable to Soluna Holdings, Inc. $ (5,254 ) $ (7,062 ) Less: Preferred dividends or deemed dividends (386 ) (131 ) Less: Cumulative Preferred Dividends in arrears (1,722 ) (1,722 ) Balance $ (7,362 ) $ (8,915 ) Denominator: Basic and Diluted EPS: Common shares outstanding, beginning of period, including penny warrants 2,592,454 747,847 Weighted average common shares issued during the period including penny warrants issued and outstanding as of quarter-end 215,101 116,167 Denominator for basic earnings per common shares — Weighted average common shares 2,807,555 864,922 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Expense Recognized on Straight-line Basis Over Lease Term | Lease expense for these leases is recognized on a straight-line basis over the lease term. For the three months ended March 31, total lease costs are comprised of the following: Schedule of Lease Expense Recognized on Straight-line Basis Over Lease Term (Dollars in thousands) Three Months Ended March 31, 2024 2023 Operating lease cost $ 61 $ 56 Short-term lease cost — — Total net lease cost $ 61 $ 56 |
Schedule of Other Information Related to Leases | Other information related to leases was as follows: Schedule of Other Information Related to Leases Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Weighted Average Remaining Lease Term (in years): Operating leases 4.54 4.43 Weighted Average Discount Rate: Operating leases 8.10 % 7.91 % Supplemental cash flows information related to leases for the three months ended March 31 was as follows: (Dollars in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 61 $ 54 Non-Cash Activity Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 397 |
Schedule of Maturity of Operating Lease Liabilities | Maturities of noncancellable operating lease liabilities are as follows for the quarter ending March 31: Schedule of Maturity of Operating Lease Liabilities (Dollars in thousands) 2024 2024 (remainder of year) $ 186 2025 79 2026 29 2027 29 2028 29 Thereafter 116 Total lease payments 468 Less: imputed interest (85 ) Total lease obligations 383 Less: current obligations 194 Long-term lease obligations $ 189 |
PROJECT MARIE (Tables)
PROJECT MARIE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Project Marie [Member] | |
Short-Term Debt [Line Items] | |
Schedule of Results of Project Marie | Set forth below are the results of Project Marie: Schedule of Results of Project Marie (Dollars in thousands) Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Cryptocurrency mining revenue $ - $ 769 Operation service revenue- intercompany 3 - Data hosting revenue - 276 Total revenue 3 1,045 Operating costs: Cost of cryptocurrency mining revenue, exclusive of depreciation - 801 Cost of revenue-depreciation - 122 Data hosting costs - 214 Operational service costs- intercompany 1 - General and administrative (income) expense (32 ) 286 Impairment on fixed assets - 43 Operating profit (loss) 34 (421 ) Interest expense (361 ) (377 ) Gain on sale of fixed assets - 12 Other income, net 7 - Net loss before income taxes $ (320 ) $ (786 ) |
VARIABLE INTEREST ENTITY (Table
VARIABLE INTEREST ENTITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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) March 31, 2024 December 31, 2023 Current assets: Cash and restricted cash $ 3,952 $ 2,275 Accounts receivable 1,319 1,246 Assets held for sale Related party receivable- intercompany Prepaids and other current assets 17 - Due from- intercompany 235 235 Total current assets 5,523 3,756 Other assets- long term 2,172 2,172 Property, plant, and equipment 13,481 13,712 Total assets $ 21,176 $ 19,640 Current liabilities: Accounts payable $ 258 $ 95 Accrued expense 516 677 Due to intercompany Related party payable- intercompany Current portion of debt Total current liabilities 774 772 Customer deposits- long term 1,300 1,190 Other long-term liabilities 224 224 Total liabilities $ 2,298 $ 2,186 |
DV ComputeCo, LLC [Member] | |
Schedule of Variable Interest Entities of Assets and Liabilities | The carrying amount of the VIE’s assets and liabilities was as follows for DVCC: Schedule of Variable Interest Entities of Assets and Liabilities (Dollars in thousands) March 31, 2024 December 31, 2023 Current assets: Cash and restricted cash $ 3,811 $ 2,575 Accounts receivable 271 254 Prepaids and other current assets 17 - Assets held for sale 147 - Related party receivable- intercompany 577 577 Total current assets 4,823 3,406 Other assets- long term 2,172 2,172 Property, plant, and equipment 20,864 22,188 Total assets $ 27,859 $ 27,766 Current liabilities: Accounts payable $ 1,535 $ 138 Accrued expense 2,185 2,214 Due to intercompany 151 151 Related party payable- intercompany 1,108 1,108 Current portion of debt 1,072 1,681 Total current liabilities 6,051 5,292 Total liabilities $ 6,051 $ 5,292 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table details revenue and cost of revenues for the Company’s reportable segments for three months ended March 31, 2024 and 2023, and reconciles to net income (loss) on the consolidated statements of operations: Schedule of Segment Reporting Information (Dollars in thousands) For the Three Months Ended March 31, 2024 2023 Reportable segment revenue: Cryptocurrency mining revenue $ 6,396 $ 2,796 Data hosting revenue 5,278 286 Demand response service revenue 875 - Total segment and consolidated revenue 12,549 3,082 Reportable segment cost of revenue: Cost of cryptocurrency mining revenue, exclusive of depreciation 1,841 2,251 Cost of data hosting revenue, exclusive of depreciation 2,251 272 Cost of revenue- depreciation 1,523 625 Total costs of revenues 1,523 625 Total segment and consolidated cost of revenues 5,615 3,148 Reconciling items: General and administrative expenses 6,397 6,737 Impairment on fixed assets 130 209 Interest expense 424 1,374 Loss (gain) on debt extinguishment and revaluation, net 3,097 (473 ) Loss on sale of fixed assets 1 78 Other income, net (23 ) (12 ) Income tax benefit (548 ) (547 ) Net loss (2,544 ) (7,432 ) (Less) Net income (loss) attributable to non-controlling interest 2,710 (370 ) Net loss attributable to Soluna Holdings, Inc. $ (5,254 ) $ (7,062 ) Capital expenditures 524 860 Depreciation and amortization 3,926 3,002 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 05, 2023 | Feb. 23, 2023 |
Cash in hand | $ 8,438 | $ 6,368 | ||
NYDIG ABL LLC [Member] | ||||
Value of collateralized assets repossessed | $ 3,400 | $ 3,400 | ||
Outstanding principal balance | 9,200 | |||
Accrued interest and penalities | $ 1,200 | |||
DVSL ComputeCo, LLC [Member] | ||||
Ownership percentage | 14.60% | |||
DV ComputeCo, LLC [Member] | ||||
Ownership percentage | 53.30% |
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 | |||||||
Mar. 31, 2024 | [1] | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | ||||
Basic loss per share | $ (2.62) | $ (5.96) | $ (9.54) | $ (10.30) | [1] | $ (19.74) | $ (24.16) | |||
Diluted loss per share | $ (2.62) | (5.96) | (9.54) | (10.30) | [1] | (19.74) | (24.16) | |||
Previously Reported [Member] | ||||||||||
Basic loss per share | (4.40) | (8.44) | [2] | (8.74) | (17.14) | [2] | (20.11) | |||
Diluted loss per share | (4.40) | (8.44) | [2] | (8.74) | (17.14) | [2] | (20.11) | |||
Revision of Prior Period, Adjustment [Member] | ||||||||||
Basic loss per share | (1.56) | (1.10) | (1.56) | (2.60) | (4.05) | |||||
Diluted loss per share | $ (1.56) | $ (1.10) | $ (1.56) | $ (2.60) | $ (4.05) | |||||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 13, 2023 | Oct. 11, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Reverse stock split ratio | 1-for-25 | 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 | |||
Restricted cash | $ 3,000 | $ 4,000 | ||
Restricted cash current | 1,956 | 2,999 | ||
Restricted cash noncurrent | 1,000 | 1,000 | ||
Deposits on equipment | 1,400 | $ 1,000 | ||
Deposits | $ 975 | |||
Series B Preferred Stock [Member] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 187,500 | 187,500 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivables | $ 4,428 | $ 2,948 |
Data Hosting Revenue [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivables | 3,006 | 2,456 |
Related Party Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivables | 8 | 8 |
Demand Response Service Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivables | 1,143 | 268 |
Proprietary Mining Coinbase Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivables | $ 271 | $ 216 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Schedule of Plant And Equipment
Schedule of Plant And Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property,plant and equipment gross | $ 48,496 | $ 48,864 |
Less: Accumulated depreciation | (5,232) | (4,292) |
Property,plant and equipment, net | 43,264 | 44,572 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property,plant and equipment gross | 1,553 | 1,538 |
Buildings and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property,plant and equipment gross | 25,355 | 25,369 |
Computers and Related Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property,plant and equipment gross | 11,250 | 11,764 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property,plant and equipment gross | 9,058 | 9,054 |
Office Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property,plant and equipment gross | 28 | 28 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property,plant and equipment gross | $ 1,252 | $ 1,111 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2023 | Jan. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation | $ 1,554 | $ 632 | ||||
Gain on sale of scrap and other equipment | $ 82 | 1 | ||||
Proceeds from sale | $ 36 | $ 213 | 78 | |||
Net book value of equipment | 79 | |||||
Impairment charges | 130 | 209 | ||||
Equipment held for sale | 176 | $ 107 | ||||
Equipment held for sale | 79 | |||||
Outstanding on equipment held for sale | 28 | |||||
Third Party [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Equipment held for sale | $ 148 | |||||
M20 and M21 Miners [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Net book value of equipment | $ 295 | |||||
Scrap and Other Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gain on sale of scrap and other equipment | $ 3 | |||||
Power Supply Units [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment charges | 166 | |||||
M31 Miners [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment charges | $ 43 |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) - USD ($) $ in Millions | Mar. 05, 2024 | Oct. 10, 2023 | May 26, 2023 | Oct. 29, 2021 | Aug. 11, 2021 | Mar. 31, 2024 |
Business Acquisition [Line Items] | ||||||
New shares issued | 68,000 | |||||
Merger shares issued | 971,526 | |||||
Merger Agreement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
New shares issued | 39,600 | 19,800 | ||||
Merger shares issued | 59,400 | |||||
Soluna [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage | 100% | |||||
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 | |||||
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] | ||||||
Merger shares issuable | 118,800 | |||||
Shares issuable | (118,800) | |||||
Surviving Corportions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting interest | 50% |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | $ 47,587 | $ 47,550 |
Accumulated Amortization | 22,914 | 20,543 |
Total | 24,673 | 27,007 |
Strategic Pipeline Contract [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | 46,885 | 46,885 |
Accumulated Amortization | 22,660 | 20,317 |
Total | 24,225 | 26,568 |
Assembled Workforce [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | 500 | 500 |
Accumulated Amortization | 242 | 216 |
Total | 258 | 284 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets | 202 | 165 |
Accumulated Amortization | 12 | 10 |
Total | $ 190 | $ 155 |
Schedule of Amortization Expens
Schedule of Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 (remainder of the year) | $ 7,115 | |
2025 | 9,487 | |
2026 | 7,907 | |
2027 | 9 | |
2028 | 9 | |
Thereafter | 146 | |
Total | $ 24,673 | $ 27,007 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expenses | $ 2.4 | $ 2.4 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Oct. 29, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Effective income tax rate | 8.21% | 9.66% | ||
Federal statutory rate | 21% | |||
Deferred income tax benefit | $ 548 | $ 547 | ||
Amortization amount | 2,400 | 2,400 | ||
Deferred tax valuation allowance | 36,800 | $ 36,800 | ||
Strategic Pipeline Contract [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Deferred tax liability | $ 10,900 | |||
Amortization amount | $ 547 | $ 547 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Feb. 28, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | |||
Convertible Note | $ 6,216 | $ 5,000 | $ 8,474 |
Schedule of Debt (Details) (Par
Schedule of Debt (Details) (Parenthetical) | 3 Months Ended | |
Mar. 31, 2024 | ||
Short-Term Debt [Line Items] | ||
Interest Rate | 14% | |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity Date | Jul. 25, 2024 | |
Interest Rate | 18% | [1] |
[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 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 | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Platform Operator, Crypto Asset [Line Items] | |||
Financial liabilities, Balance | $ 8,474 | $ 12,254 | $ 10,386 |
Conversions of debt | (1,023) | (1,395) | (4,568) |
Total revaluation (gains) losses | (1,235) | (473) | 2,656 |
Financial liabilities, Balance | $ 6,216 | $ 10,386 | $ 8,474 |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions For Convertible Notes (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Feb. 28, 2024 | |
Debt Instrument [Line Items] | ||
Conversion price | $ 3.78 | |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price | $ 3.78 | |
Minimum [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Stock price | $ 2.88 | |
Volatility rate maximum | 97.50% | |
Risk-free interest rate | 5.31% | |
Maximum [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Stock price | $ 3.43 | |
Volatility rate maximum | 115% | |
Risk-free interest rate | 5.46% |
Schedule of Fair Value Assump_2
Schedule of Fair Value Assumptions For Warrants Issued (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Oct. 11, 2023 | |
Debt Instrument [Line Items] | ||
Stock price | $ 1 | |
Warrant [Member] | ||
Debt Instrument [Line Items] | ||
Expected dividend yield | 0% | |
Volatility rate minimum | 127.50% | |
Volatility rate maximum | 137.50% | |
Risk-free interest rate minimum | 4.28% | |
Risk-free interest rate maximum | 4.44% | |
Minimum [Member] | Warrant [Member] | ||
Debt Instrument [Line Items] | ||
Stock price | $ 2.88 | |
Exercise price | $ 0.01 | |
Expected term in years | 3 years | |
Maximum [Member] | Warrant [Member] | ||
Debt Instrument [Line Items] | ||
Stock price | $ 4.07 | |
Exercise price | $ 20 | |
Expected term in years | 8 years 9 months 7 days |
Schedule of Financing Debt (Det
Schedule of Financing Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Feb. 28, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | |||
NYDIG Loans #1-11 | $ 6,216 | $ 5,000 | $ 8,474 |
NYDIG [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
NYDIG Loans #1-11 | 9,183 | 10,546 | |
Less: repossession of collateralized assets | (1,363) | ||
Total outstanding debt | $ 9,183 | $ 9,183 |
Schedule of Financing Debt (D_2
Schedule of Financing Debt (Details) (Parenthetical) | 3 Months Ended | |
Mar. 31, 2024 | ||
Debt Disclosure [Abstract] | ||
Debt instrument, maturity date, description | 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 ($) | Mar. 31, 2024 | Feb. 28, 2024 | Dec. 31, 2023 | May 09, 2023 |
Short-Term Debt [Line Items] | ||||
Term Loan and capitalized interest (excludes debt issuance cost) | $ 6,216,000 | $ 5,000,000 | $ 8,474,000 | |
Less: principal and capitalized interest payments | (9,200,000) | |||
Navitas Term Loan [Member] | ||||
Short-Term Debt [Line Items] | ||||
Less: principal and capitalized interest payments | (616,000) | (547,000) | ||
Loan and Security Agreement [Member] | Navitas Term Loan [Member] | ||||
Short-Term Debt [Line Items] | ||||
Term Loan and capitalized interest (excludes debt issuance cost) | 1,707,000 | 2,254,000 | $ 2,050,000 | |
Less: principal and capitalized interest payments | (616,000) | (547,000) | ||
Less: debt issuance costs | (19,000) | (25,000) | ||
Total outstanding debt | $ 1,072,000 | $ 1,682,000 |
Schedule of Navitas Term Loan_2
Schedule of Navitas Term Loan (Details) (Parenthetical) | 3 Months Ended | |
Mar. 31, 2024 | 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 | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Mar. 05, 2024 $ / shares shares | Feb. 28, 2024 USD ($) $ / shares shares | Feb. 13, 2024 USD ($) | Feb. 01, 2024 $ / shares | Dec. 07, 2023 USD ($) | Nov. 20, 2023 USD ($) $ / shares shares | Sep. 05, 2023 USD ($) | May 11, 2023 USD ($) Integer $ / shares shares | Feb. 23, 2023 USD ($) | Jan. 01, 2023 USD ($) | Oct. 25, 2022 | 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 ($) | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 09, 2023 USD ($) | Mar. 10, 2023 USD ($) | Dec. 05, 2022 $ / shares | ||||||
Convertible Note | $ 5,000,000 | $ 6,216,000 | $ 8,474,000 | $ 8,474,000 | ||||||||||||||||||||||||||||
Debt face amount | $ 7,700,000 | $ 11,600,000 | ||||||||||||||||||||||||||||||
Debt instrument conversion shares | shares | 50,000 | |||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 3.78 | |||||||||||||||||||||||||||||||
Issuance to purchase of warrants | shares | 50,000 | |||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 0.01 | $ 237.50 | $ 3.78 | $ 19 | ||||||||||||||||||||||||||||
Principal amount | 2% | |||||||||||||||||||||||||||||||
Issuance of shares- Notes conversion | $ 1,023,000 | 3,570,000 | $ 650,000 | $ 400,000 | 1,394,000 | |||||||||||||||||||||||||||
Debt instrument fair value | 7,500,000 | 10,400,000 | ||||||||||||||||||||||||||||||
Debt, fair value | 6,200,000 | |||||||||||||||||||||||||||||||
Accrued interest | 18% | |||||||||||||||||||||||||||||||
Debt default, amount | $ 617,000 | |||||||||||||||||||||||||||||||
Extension fee | $ 250,000 | |||||||||||||||||||||||||||||||
Percentage of principal outstanding | 14% | |||||||||||||||||||||||||||||||
Shares new issues | shares | 68,000 | |||||||||||||||||||||||||||||||
Percentage of outstanding shares | 4.99% | |||||||||||||||||||||||||||||||
Debt instrument conversion amount | $ 1,500,000 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||
Warrants outstanding | shares | 850,000 | 2,165,010 | ||||||||||||||||||||||||||||||
Debt instrument description | For every one $6.00 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 | |||||||||||||||||||||||||||||||
Warrant repriced price per share | $ / shares | $ 6 | $ 6 | ||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 5,800,000 | $ (3,097,000) | 473,000 | |||||||||||||||||||||||||||||
Warrants and rights outstanding | $ 386,000 | |||||||||||||||||||||||||||||||
Outstanding shares percentage | 20% | |||||||||||||||||||||||||||||||
Interest rate | 14% | |||||||||||||||||||||||||||||||
Principal and interest payments | $ 9,200,000 | |||||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 1,000,000 | |||||||||||||||||||||||||||||||
Interest rate | 0.75% | |||||||||||||||||||||||||||||||
Line of credit | $ 350,000 | |||||||||||||||||||||||||||||||
Repayments of line of credit | 215,000 | 350,000 | ||||||||||||||||||||||||||||||
NYDIG [Member] | ||||||||||||||||||||||||||||||||
[custom:ProceedsFromCollateralizedAssets] | $ 3,400,000 | |||||||||||||||||||||||||||||||
Gain (Loss) on Disposition of Assets | 251,000 | |||||||||||||||||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 10,300,000 | |||||||||||||||||||||||||||||||
Debt, Current | $ 9,200,000 | |||||||||||||||||||||||||||||||
[custom:PenaltyFee] | $ 1,000,000 | |||||||||||||||||||||||||||||||
Interest Payable | 1,200,000 | 936,000 | 936,000 | |||||||||||||||||||||||||||||
Interest expense, debt | 363,000 | |||||||||||||||||||||||||||||||
NYDIG [Member] | ||||||||||||||||||||||||||||||||
Convertible Note | 9,183,000 | 10,546,000 | 10,546,000 | |||||||||||||||||||||||||||||
Debt face amount | 9,800,000 | |||||||||||||||||||||||||||||||
Monthly principle payment | 730,000 | |||||||||||||||||||||||||||||||
Principal amount | $ 4,600,000 | |||||||||||||||||||||||||||||||
Soluna MCLLC [Member] | ||||||||||||||||||||||||||||||||
Equity interest ownership percentage | 100% | |||||||||||||||||||||||||||||||
Common Stock Trading One [Member] | ||||||||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||||||
Consecutive trading days | Integer | 10 | |||||||||||||||||||||||||||||||
Convertible stock price trigger, per share | $ / shares | $ 22.50 | |||||||||||||||||||||||||||||||
Trade on shares | shares | 40,000 | |||||||||||||||||||||||||||||||
Repriced Warrant [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||
Debt instrument conversion amount | $ 4,700,000 | |||||||||||||||||||||||||||||||
Debt instrument conversion shares | shares | 150,000 | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 31.33 | $ 3.78 | ||||||||||||||||||||||||||||||
Warrants outstanding | shares | 478,951 | |||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||
Warrants outstanding | shares | 320,005 | |||||||||||||||||||||||||||||||
New Warrant Valuation [Member] | ||||||||||||||||||||||||||||||||
Warrant repriced price per share | $ / shares | $ 3.78 | |||||||||||||||||||||||||||||||
New Potential Warrant [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | 0.01 | |||||||||||||||||||||||||||||||
Warrant repriced price per share | $ / shares | 6 | |||||||||||||||||||||||||||||||
Additional Warrant One [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | 4.20 | |||||||||||||||||||||||||||||||
Additional Warrant Two [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | 5.70 | |||||||||||||||||||||||||||||||
Additional Warrants [Member] | ||||||||||||||||||||||||||||||||
Warrant repriced price per share | $ / shares | 6 | |||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | shares | 3,400 | |||||||||||||||||||||||||||||||
Issuance of shares- Notes conversion | [1] | 2,000 | [2] | [2] | [2] | [2] | ||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||
Percentage of principal outstanding | 20% | |||||||||||||||||||||||||||||||
Maximum [Member] | Repriced Warrant [Member] | ||||||||||||||||||||||||||||||||
Warrant exercise price decrease | $ / shares | 6 | |||||||||||||||||||||||||||||||
Maximum [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||
Warrant exercise price decrease | $ / shares | 3.78 | |||||||||||||||||||||||||||||||
Minimum [Member] | Repriced Warrant [Member] | ||||||||||||||||||||||||||||||||
Warrant exercise price decrease | $ / shares | 6 | |||||||||||||||||||||||||||||||
Minimum [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||
Warrant exercise price decrease | $ / shares | $ 3.78 | |||||||||||||||||||||||||||||||
Noteholders [Member] | ||||||||||||||||||||||||||||||||
Aggregate deposit amount | $ 950,000 | |||||||||||||||||||||||||||||||
Class A Warrants [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 12.50 | |||||||||||||||||||||||||||||||
Shares new issues | shares | 240,000 | |||||||||||||||||||||||||||||||
Class B Warrants [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 20 | |||||||||||||||||||||||||||||||
Shares new issues | shares | 80,000 | |||||||||||||||||||||||||||||||
October Secured Notes [Member] | ||||||||||||||||||||||||||||||||
Principal amount | 8% | |||||||||||||||||||||||||||||||
Maturity date | Apr. 25, 2023 | |||||||||||||||||||||||||||||||
Accrued interest rate | 18% | |||||||||||||||||||||||||||||||
Holders [Member] | ||||||||||||||||||||||||||||||||
Warrants outstanding | shares | 51,618 | |||||||||||||||||||||||||||||||
adjustments warrants | shares | 530,569 | |||||||||||||||||||||||||||||||
Noteholders [Member] | ||||||||||||||||||||||||||||||||
Warrants outstanding | shares | 51,618 | |||||||||||||||||||||||||||||||
Warrant repriced price per share | $ / shares | $ 6 | |||||||||||||||||||||||||||||||
Non Noteholders [Member] | ||||||||||||||||||||||||||||||||
Warrants outstanding | shares | 51,618 | |||||||||||||||||||||||||||||||
Noteholder One [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | 0.01 | |||||||||||||||||||||||||||||||
Noteholder Two [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 4.20 | |||||||||||||||||||||||||||||||
Shares new issues | shares | 80,000 | |||||||||||||||||||||||||||||||
Noteholder Three [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 5.70 | |||||||||||||||||||||||||||||||
Shares new issues | shares | 80,000 | |||||||||||||||||||||||||||||||
Navitas Term Loan [Member] | ||||||||||||||||||||||||||||||||
Long term debt, current | $ 1,100,000 | 1,700,000 | 1,700,000 | |||||||||||||||||||||||||||||
Principal and interest payments | 616,000 | 547,000 | 547,000 | |||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Convertible Note | $ 16,300,000 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | October Warrants [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | shares | 1,776,073 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | October Warrants [Member] | Class A Warrant [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 12.50 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | October Warrants [Member] | Class B Warrant [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | 15 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | October Warrants [Member] | Class C Warrant [Member] | ||||||||||||||||||||||||||||||||
Issuance to purchase of warrants | $ / shares | $ 18 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | October Secured Notes [Member] | ||||||||||||||||||||||||||||||||
Debt face amount | $ 15,000,000 | |||||||||||||||||||||||||||||||
Debt instrument conversion shares | shares | 1,776,073 | |||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 9.18 | |||||||||||||||||||||||||||||||
Third Amendment Agreement [Member] | ||||||||||||||||||||||||||||||||
Prepayment of debt | $ 1,500,000 | |||||||||||||||||||||||||||||||
Debt instrument conversion amount | $ 4,700,000 | |||||||||||||||||||||||||||||||
Debt instrument conversion shares | shares | 150,000 | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||
Fourth Amendment [Member] | ||||||||||||||||||||||||||||||||
Debt instrument fair value | $ 7,500,000 | |||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 5,300,000 | |||||||||||||||||||||||||||||||
Gain on revaluation of debt | $ 436,000 | |||||||||||||||||||||||||||||||
Fourth Amendment Agreement [Member] | ||||||||||||||||||||||||||||||||
Debt face amount | 1,000,000 | 6,000,000 | ||||||||||||||||||||||||||||||
Debt, fair value | 6,200,000 | 8,500,000 | 8,500,000 | |||||||||||||||||||||||||||||
Monthly principle payment | 8,700,000 | |||||||||||||||||||||||||||||||
[custom:GainsLossesOnExtinguishmentOfDebtAndRevaluation] | 1,300,000 | |||||||||||||||||||||||||||||||
Gain on revaluation associated with the warrant liability | $ 1,500,000 | |||||||||||||||||||||||||||||||
Master Agreement [Member] | ||||||||||||||||||||||||||||||||
Debt face amount | $ 9,800,000 | $ 4,600,000 | ||||||||||||||||||||||||||||||
Interest rate | 14% | |||||||||||||||||||||||||||||||
Subordinated Borrowing Terms and Conditions | the principal balance of $10.5 million became due immediately and the Borrower was to bear interest, at a rate per annum equal to 2.0% plus the rate per annum otherwise applicable to such obligations set forth in the Master Agreement. | |||||||||||||||||||||||||||||||
[custom:AccruedInterestAndPenalty] | $ 274,000 | |||||||||||||||||||||||||||||||
Master Agreement [Member] | NYDIG [Member] | ||||||||||||||||||||||||||||||||
Debt face amount | $ 14,400,000 | |||||||||||||||||||||||||||||||
Consent And Waiver Agreement [Member] | ||||||||||||||||||||||||||||||||
Debt face amount | $ 3,000,000 | |||||||||||||||||||||||||||||||
Master Equipment Finance Agreement [Member] | ||||||||||||||||||||||||||||||||
[custom:ProceedsFromCollateralizedAssets] | $ 3,400,000 | |||||||||||||||||||||||||||||||
Interest Payable, Current | $ 560,000 | |||||||||||||||||||||||||||||||
Loan and Security Agreement [Member] | Navitas Term Loan [Member] | ||||||||||||||||||||||||||||||||
Convertible Note | $ 1,707,000 | 2,254,000 | 2,254,000 | $ 2,050,000 | ||||||||||||||||||||||||||||
Maturity date | May 09, 2025 | |||||||||||||||||||||||||||||||
Interest rate | 15% | 15% | ||||||||||||||||||||||||||||||
Debt, Current | $ 1,072,000 | 1,682,000 | 1,682,000 | |||||||||||||||||||||||||||||
Interest expense, debt | 63,000 | |||||||||||||||||||||||||||||||
Principal and interest payments | $ 616,000 | $ 547,000 | $ 547,000 | |||||||||||||||||||||||||||||
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for- 25 that became effective October 13, 2023. See Note 2, “Basis of Presentation,” for details.[2]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) - shares | Mar. 31, 2024 | Feb. 28, 2024 |
Equity [Abstract] | ||
Stock options outstanding | 51,873 | |
Restricted stock units outstanding | 5,732 | |
Warrants outstanding | 2,165,010 | 850,000 |
Common stock available for future equity awards or issuance of options | 971,526 | |
Number of common shares reserved | 3,194,141 |
Schedule of Basic and Diluted P
Schedule of Basic and Diluted Per Share Computations for Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Numerator: | |||
Net loss from continuing operations | $ (2,544) | $ (7,432) | |
(Less) Net income (loss) attributable to non-controlling interest | 2,710 | (370) | |
Net loss attributable to Soluna Holdings, Inc. | (5,254) | (7,062) | |
Less: Preferred dividends or deemed dividends | (386) | (131) | |
Less: Cumulative Preferred Dividends in arrears | (1,722) | (1,722) | |
Balance | $ (7,362) | $ (8,915) | |
Basic and Diluted EPS: | |||
Common shares outstanding, beginning of period, including penny warrants | 2,592,454 | 747,847 | |
Weighted average common shares issued during the period including penny warrants issued and outstanding as of quarter-end | 215,101 | 116,167 | |
Weighted average shares outstanding Basic | [1] | 2,807,555 | 864,922 |
Weighted average shares outstanding Diluted | [1] | 2,807,555 | 864,922 |
[1]Prior period results have been adjusted to reflect the Reverse Stock Split of the Common Stock at a ratio of 1-for-25 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 11, 2023 | Aug. 11, 2023 | Jul. 19, 2022 | Apr. 13, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Mar. 05, 2024 | Feb. 28, 2024 | Dec. 05, 2022 | Jan. 13, 2022 | |
Class of Stock [Line Items] | |||||||||||
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 to purchase shares | 50,000 | ||||||||||
Share issued , price | $ 3.78 | $ 0.01 | $ 19 | $ 237.50 | |||||||
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 | 2,841,490 | 2,505,620 | |||||||||
Future equity awards | 971,526 | ||||||||||
Warrant [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Potentially dilutive securities | 2,038,099 | 514,694 | |||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants to purchase shares | 3,400 | ||||||||||
Potentially dilutive securities | 51,873 | 52,392 | |||||||||
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. | ||||||||||
Dividend arrears | $ 8,600,000 | ||||||||||
Dividends | $ 1,700,000 | ||||||||||
Dividends in arrears total | $ 10,300,000 | ||||||||||
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 | |||||||||
Share issued , price | $ 0.00001 | ||||||||||
Shares issued for cancellation of warrants | 40,000 | ||||||||||
Exercise price | $ 287.50 | ||||||||||
Dividends in arrears total | $ 656,000 | ||||||||||
Preferred stock, dividend rate, percentage | 10% | ||||||||||
Common stock dividends, shares | 44,000 | ||||||||||
Prefunded warrants dividends shares | 70,300 | ||||||||||
Warrant funded amount | $ 0.19999 | ||||||||||
Common stock shares percentage | 4.99% | ||||||||||
Series B Preferred Stock [Member] | Warrant [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants to purchase shares | 40,000 | ||||||||||
Share issued , price | $ 250 | ||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock shares sold | 62,500 | ||||||||||
Share purchase price | $ 5,000,000 | ||||||||||
Share description | 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 | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Potentially dilutive securities | 5,732 | 40,320 |
Schedule of Lease Expense Recog
Schedule of Lease Expense Recognized on Straight-line Basis Over Lease Term (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 61 | $ 56 |
Short-term lease cost | ||
Total net lease cost | $ 61 | $ 56 |
Schedule of Other Information R
Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted Average Remaining Lease Term (in years) | 4 years 6 months 14 days | 4 years 5 months 4 days |
Operating leases, Weighted Average Discount Rate | 8.10% | 7.91% |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 61 | $ 54 |
Non-Cash Activity Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 397 |
Schedule of Maturity of Operati
Schedule of Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 (remainder of year) | $ 186 | |
2025 | 79 | |
2026 | 29 | |
2027 | 29 | |
2028 | 29 | |
Thereafter | 116 | |
Total lease payments | 468 | |
Less: imputed interest | (85) | |
Total lease obligations | 383 | |
Less: current obligations | 194 | $ 220 |
Long-term lease obligations | $ 189 | $ 216 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
May 09, 2023 | Aug. 05, 2022 | Sep. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Feb. 28, 2024 | Feb. 13, 2024 | Dec. 07, 2023 | Sep. 05, 2023 | Feb. 23, 2023 | |
Loss Contingencies [Line Items] | ||||||||||
Other commitments description | the Company had contributed capital expenditures for the data center. Soluna and Navitas amended and restated the Initial LLCA (the “Existing LLCA”) to reflect Navitas’ contribution of $4,500,000 and its receipt of 4,500 Membership Interests, constituting 26.5% of the outstanding Membership Interests of the Company. On June 2, 2023, Soluna and Navitas amended and restated the Existing LLCA to (a) reflect (i) Navitas’s additional capital contribution of $7,596,970 and receipt of an additional 7,597 Membership Interests, for a total of 12,097 Membership Interests and 49% ownership of DVCC, 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 DVCC, and (b) describe the respective rights and obligations of the Members and the management of DVCC. As of March 31, 2024, Navitas owns 46.7% and Soluna owns 53.3% of DVCC. | 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 | |||||||||
Convertible Note | 6,216 | $ 8,474 | $ 5,000 | |||||||
Outstanding principal | 9,200 | |||||||||
Master Equipment Finance Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Repossessed Assets | $ 3,400 | |||||||||
Accrued interest and penalty | 560 | |||||||||
NYDIG ABL LLC [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Repossessed Assets | $ 3,400 | $ 3,400 | ||||||||
Accrued interest and penalty | 1,200 | 936 | ||||||||
Loss on disposition of assets | $ 251 | |||||||||
Convertible Note | $ 10,300 | |||||||||
Debt outstanding | $ 9,200 | |||||||||
Penalty fee | $ 1,000 | |||||||||
Atlas Technology Group LLC [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Prepaid fee | $ 464 | |||||||||
Legal fee and other cost | 7,900 | |||||||||
Soluna MCLLC [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Prepaid fee | $ 464 | |||||||||
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 ($) | 3 Months Ended | 12 Months Ended | |||||||
Oct. 29, 2021 | Dec. 18, 2013 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 10, 2023 | May 26, 2023 | Jan. 01, 2014 | |
Related Party Transaction [Line Items] | |||||||||
Promissory note available to convert | $ 1,500,000 | ||||||||
Stock based awards | 109,000 | $ 110,000 | |||||||
Notes receviable | 306,000 | 446,000 | |||||||
Other assets | $ 2,953,000 | 2,954,000 | |||||||
Merger shares issued | 971,526 | ||||||||
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 three months ended March 31, 2024 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 | ||||||||
Notes Receivable [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes receviable | $ 13,000 | 13,000 | |||||||
Other assets | 96,000 | 97,000 | |||||||
MeOH Power, Inc. [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Company paid | $ 380,000 | ||||||||
Share price | $ 0.07 | ||||||||
Promissory note available to convert | 368,000 | $ 363,000 | |||||||
Couch White, LLP [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Legal services | $ 1,000 | $ 1,000 | |||||||
Soluna Computing Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment of related party | $ 725,000 | ||||||||
SCI US Holdings LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued for merger agreement | 39,600 | 19,800 | |||||||
Merger shares issued | 59,400 | ||||||||
Harmattan Energy Ltd [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares converted | 86,763 | ||||||||
Payments to acquire investments | $ 750,000 | $ 750,000 | |||||||
Equity method investments writing it down | $ 0 | ||||||||
Investment percentage | 1.79% | 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 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 05, 2024 | Jun. 29, 2023 | Mar. 10, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2021 | |
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. | |||||
Stock issued during period shares new issues | 68,000 | |||||
Twenty Twenty One [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock reserved percentage | 18.75% | |||||
Twenty Twenty Three Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock reserved percentage | 23.75% | |||||
2021 Stock Plan [Member] | Restricted Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock issued during period shares new issues | 500,000 | |||||
Price per share on date of grant | $ 0.2986 | |||||
Common Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Granted shares | 1,460,191 |
Schedule of Results of Project
Schedule of Results of Project Marie (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Short-Term Debt [Line Items] | ||
Total revenue | $ 12,549 | $ 3,082 |
Operating costs: | ||
Impairment on fixed assets | 130 | 209 |
Operating profit (loss) | (407) | 7,012 |
Interest expense | (424) | (1,374) |
Gain on sale of fixed assets | 1 | 78 |
Other income, net | (23) | (12) |
Cryptocurrency Mining Revenue [Member] | ||
Short-Term Debt [Line Items] | ||
Total revenue | 6,396 | 2,796 |
Data Hosting Revenue [Member] | ||
Short-Term Debt [Line Items] | ||
Total revenue | 5,278 | 286 |
Project Marie [Member] | ||
Short-Term Debt [Line Items] | ||
Total revenue | 3 | 1,045 |
Operating costs: | ||
Cost of cryptocurrency mining revenue, exclusive of depreciation | 801 | |
Cost of revenue-depreciation | 122 | |
Data hosting costs | 214 | |
Operational service costs- intercompany | 1 | |
General and administrative (income) expense | (32) | 286 |
Impairment on fixed assets | 43 | |
Operating profit (loss) | 34 | (421) |
Interest expense | (361) | (377) |
Gain on sale of fixed assets | 12 | |
Other income, net | 7 | |
Net loss before income taxes | (320) | (786) |
Project Marie [Member] | Cryptocurrency Mining Revenue [Member] | ||
Short-Term Debt [Line Items] | ||
Total revenue | 769 | |
Project Marie [Member] | Operation Service Revenue Intercompany [Member] | ||
Short-Term Debt [Line Items] | ||
Total revenue | 3 | |
Project Marie [Member] | Data Hosting Revenue [Member] | ||
Short-Term Debt [Line Items] | ||
Total revenue | $ 276 |
PROJECT MARIE (Details Narrativ
PROJECT MARIE (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Sep. 05, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2024 | Feb. 13, 2024 | Dec. 07, 2023 | Feb. 23, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Convertible Note | $ 6,216 | $ 8,474 | $ 5,000 | |||||
Legal fees | 740 | |||||||
Refund for insurance expenses | 32 | |||||||
Master Equipment Finance Agreement [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Assets repossessed total | 1,000 | $ 3,400 | ||||||
Project Marie [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Net book value | 3,400 | |||||||
Net book value | 251 | |||||||
Penalty fees | 1,000 | |||||||
Debt outstanding | 9,200 | |||||||
Payments for legal settlements | $ 3,400 | |||||||
Accrued interest and penalty | 1,200 | 936 | ||||||
Investors [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Convertible Note | $ 10,500 | $ 10,300 | ||||||
Debt rate | 2% | |||||||
Outstanding principal balance | $ 9,200 | $ 9,200 | ||||||
Disposal of property plant and equipment | $ 2,400 |
Schedule of Variable Interest E
Schedule of Variable Interest Entities of Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Assets held for sale | $ 79 | |
Prepaids and other current assets | 1,692 | $ 1,416 |
Total Current Assets | 16,996 | 14,284 |
Property, plant, and equipment | 43,264 | 44,572 |
Total Assets | 90,637 | 91,276 |
Current liabilities: | ||
Accounts payable | 2,528 | 2,099 |
Accrued expense | 5,957 | 4,906 |
Total Current Liabilities | 32,498 | 28,175 |
Total Liabilities | 41,786 | 37,917 |
Variable Interest Entity, Primary Beneficiary [Member] | DVSL ComputeCo, LLC [Member] | ||
Current assets: | ||
Cash and restricted cash | 3,952 | 2,275 |
Accounts receivable | 1,319 | 1,246 |
Prepaids and other current assets | 17 | |
Due from- intercompany | 235 | 235 |
Total Current Assets | 5,523 | 3,756 |
Other assets- long term | 2,172 | 2,172 |
Property, plant, and equipment | 13,481 | 13,712 |
Total Assets | 21,176 | 19,640 |
Current liabilities: | ||
Accounts payable | 258 | 95 |
Accrued expense | 516 | 677 |
Total Current Liabilities | 774 | 772 |
Customer deposits- long term | 1,300 | 1,190 |
Other long-term liabilities | 224 | 224 |
Total Liabilities | 2,298 | 2,186 |
Variable Interest Entity, Primary Beneficiary [Member] | Devco LLC [Member] | ||
Current assets: | ||
Cash and restricted cash | 3,811 | 2,575 |
Accounts receivable | 271 | 254 |
Assets held for sale | 147 | |
Related party receivable- intercompany | 577 | 577 |
Prepaids and other current assets | 17 | |
Total Current Assets | 4,823 | 3,406 |
Other assets- long term | 2,172 | 2,172 |
Property, plant, and equipment | 20,864 | 22,188 |
Total Assets | 27,859 | 27,766 |
Current liabilities: | ||
Accounts payable | 1,535 | 138 |
Accrued expense | 2,185 | 2,214 |
Due to intercompany | 151 | 151 |
Related party payable- intercompany | 1,108 | 1,108 |
Current portion of debt | 1,072 | 1,681 |
Total Current Liabilities | 6,051 | 5,292 |
Total Liabilities | $ 6,051 | $ 5,292 |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details Narrative) - USD ($) | 3 Months Ended | ||||||||
May 03, 2024 | Mar. 05, 2024 | May 09, 2023 | Mar. 10, 2023 | Aug. 05, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | |
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 DVCC, 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 DVCC, and (b) describe the respective rights and obligations of the Members and the management of DVCC. As of March 31, 2024, Navitas owns 46.7% and Soluna owns 53.3% of DVCC. | 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 | ||||||||
New shares issued | 68,000 | ||||||||
Debt instrument percentage | 14% | ||||||||
Purchase and Sale Agreement [Member] | Parent Company [Member] | |||||||||
New shares issued | 6,790,537 | ||||||||
Spring Lane [Member] | Purchase and Sale Agreement [Member] | |||||||||
Purchase price | $ 7,500,000 | ||||||||
New shares issued | 39,791,988 | ||||||||
Purchase price | $ 5,770,065 | ||||||||
Spring Lane [Member] | Purchase and Sale Agreement [Member] | |||||||||
Ownership percentage | 85.40% | ||||||||
Spring Lane [Member] | Class B Membership [Member] | |||||||||
Ownership percentage | 67.80% | ||||||||
DVSL ComputeCo, LLC [Member] | |||||||||
Ownership percentage | 14.60% | ||||||||
Debt instrument percentage | 67.80% | 14.60% | |||||||
DVSL ComputeCo, LLC [Member] | Class B Membership [Member] | |||||||||
Ownership percentage | 32.20% | ||||||||
Devco LLC [Member] | Class A Membership [Member] | |||||||||
Ownership percentage | 100% | ||||||||
Parent [Member] | Purchase and Sale Agreement [Member] | |||||||||
Ownership percentage | 14.60% | ||||||||
Dorothy Phase 1A Facility [Member] | Purchase and Sale Agreement [Member] | |||||||||
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] | |||||||||
Capital contribution | $ 26,300,000 | ||||||||
Minimum [Member] | Spring Lane [Member] | Purchase and Sale Agreement [Member] | |||||||||
Purchase price | $ 7,500,000 | ||||||||
Spring Lane [Member] | |||||||||
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 | 3 Months Ended | |||||
Feb. 28, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Revenue from External Customer [Line Items] | ||||||
Total segment and consolidated revenue | $ 12,549 | $ 3,082 | ||||
Total segment and consolidated cost of revenues | 5,615 | 3,148 | ||||
General and administrative expenses | 3,994 | 4,360 | ||||
Interest expense | (424) | (1,374) | ||||
Loss (gain) on debt extinguishment and revaluation, net | $ 5,800 | (3,097) | 473 | |||
Loss on sale of fixed assets | (1) | (78) | ||||
Income tax benefit | 548 | 547 | ||||
Net loss | (2,544) | $ (4,997) | $ (6,016) | $ (9,257) | (7,432) | |
(Less) Net income (loss) attributable to non-controlling interest | (2,710) | 370 | ||||
Net loss attributable to Soluna Holdings, Inc. | (5,254) | (7,062) | ||||
Depreciation and amortization | 2,403 | 2,377 | ||||
Reportable Subsegments [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total segment and consolidated revenue | 12,549 | 3,082 | ||||
Total segment and consolidated cost of revenues | 5,615 | 3,148 | ||||
General and administrative expenses | 6,397 | 6,737 | ||||
Impairment on fixed assets | 130 | 209 | ||||
Interest expense | 424 | 1,374 | ||||
Loss (gain) on debt extinguishment and revaluation, net | 3,097 | (473) | ||||
Loss on sale of fixed assets | 1 | 78 | ||||
Other income, net | (23) | (12) | ||||
Income tax benefit | (548) | (547) | ||||
Net loss | (2,544) | (7,432) | ||||
(Less) Net income (loss) attributable to non-controlling interest | 2,710 | (370) | ||||
Net loss attributable to Soluna Holdings, Inc. | (5,254) | (7,062) | ||||
Capital expenditures | 524 | 860 | ||||
Depreciation and amortization | 3,926 | 3,002 | ||||
Cryptocurrency Mining Revenue [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total segment and consolidated revenue | 6,396 | 2,796 | ||||
Total segment and consolidated cost of revenues | 1,841 | 2,251 | ||||
Data Hosting Revenue [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total segment and consolidated revenue | 5,278 | 286 | ||||
Total segment and consolidated cost of revenues | 2,251 | 272 | ||||
Demand Response Service Revenue [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total segment and consolidated revenue | 875 | |||||
Cost of Revenue Depreciation [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total segment and consolidated cost of revenues | $ 1,523 | $ 625 |
Segment Information (Details Na
Segment Information (Details Narrative) - Segment | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue, Major Customer [Line Items] | ||
Number of reportable segments | 2 | |
Number of operating segments | 0 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Project Dorothy 1A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 100% | 0% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Project Marie [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 0% | 28% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Project Sophie [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 0% | 72% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customers [Member] | Project Dorothy 1B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 67% | 0% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customers [Member] | Project Sophie [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 33% | 0% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customers [Member] | Project Marie [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 0% | 96% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customers [Member] | Project Edith [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 0% | 4% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | Apr. 15, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Subsequent Event [Member] | Twenty Twenty One [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, Employee Benefit Plan | 929,410 | ||
Series A Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Preferred stock, cumulative percentage | 9% | 9% | |
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Preferred stock, cumulative percentage | 9% | ||
Preferred Class A [Member] | Subsequent Event [Member] | Twenty Twenty One Plan [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, Employee Benefit Plan | 1,867,300 |