Debt | 8. Debt Convertible Notes Payable Debt consists of the following Schedule of Debt (Dollars in thousands): Maturity Date Interest Rate June 30, December 31, Convertible Note January 24, 2025 * 18 % $ 7,851 $ 8,474 * Default interest was waived on March 10, 2023, and no further default interest applied on the Convertible Note for the remainder of the year. On October 25, 2021, pursuant to a Securities Purchase Agreement (the “October SPA”), the Company issued to certain accredited investors (the “Noteholders”) (i) secured convertible notes in an aggregate principal amount of $ 16.3 15 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 June 30, 2024, the Company ran Monte Carlo simulations 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- June 30, 2023) (400 ) Total revaluation losses (April 1, 2023- June 30, 2023) 724 Balance June 30, 2023 10,710 Conversions of debt (July 1, 2023- December 31, 2023) (4,219 ) Total revaluation losses (July 1, 2023- December 31, 2023) 1,983 Balance December 31, 2023 8,474 Conversions of debt (January 1, 2024- March 31, 2024) (1,023 ) Total revaluation gains (January 1, 2024- March 31, 2024) (1,235 ) Balance March 31, 2024 6,216 Financial liabilities, Balance 6,216 Conversions of debt (April 1, 2024- June 30, 2024) (2,689 ) Conversions of debt (2,689 ) Extension fee 325 Total revaluation losses (April 1, 2024- June 30, 2024) 3,999 Total revaluation losses 3,999 Balance June 30, 2024 $ 7,851 Financial liabilities, Balance $ 7,851 For the three and six months ended June 30, 2024, the Company had approximately $ 2.7 3.7 4.0 2.8 4 325 7.9 5.3 400 1.8 724 251 The following table represents the significant and subjective fair value assumptions used for Convertible Notes during the six months ended June 30, 2024: Schedule of Fair Value Assumptions For Convertible Notes Six months ended June 30, 2024 Stock price $ 2.88 6.09 Conversion price $ 3.78 Volatility 90.0 115 % 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 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% percent of the outstanding amount of the October Secured Notes as: (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. In June 2024, pursuant to the Fourth Amendment Agreement, the Company exercised its right to extend the maturity date of the Senior Notes for an additional six months, or until January 24, 2025, in order to enable the Company to continue to pursue its significant project development opportunities for Soluna Cloud, Dorothy 2 and other projects. The extension of the notes caused an increase in the convertible note balance of approximately $ 325 The effect of the additional penny warrants, $ 3.78 6.00 5.8 1.5 6.0 1.6 Pursuant to additional agreements with holders of another 51,618 530,569 51,618 6.00 51,618 386 6 4 61.83 66 On March 5, 2024, one of the Noteholders exercised 50 6.00 68 0.01 80 4.20 80 5.70 4.00 428,951 583,373 0.01 686,322 4.20 686,322 5.70 The following table represents the significant fair value assumptions used for warrants issued or repriced during the six months ended June 30, 2024: Schedule of Fair Value Assumptions For Warrants Issued Six months ended Stock price $ 2.88 4.07 Exercise price $ 0.01 20.00 Expected term in years 2.68 8.77 Expected dividend yield 0.00 % Volatility 110.0 137.50 % Risk-free interest rate 4.28 4.44 % 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. 274 3.4 560 3.4 251 10.3 9.2 1.0 936 361 723 1.5 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 (1,234 ) (547 ) Less: debt issuance costs (13 ) (25 ) Total outstanding debt $ 460 $ 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 460 1.7 1.2 547 37 100 Equipment Loan Agreement On May 16, 2024, SDI SL Borrowing – 1, LLC, an affiliate of Soluna Holdings, Inc. (the “Borrower”) entered into a loan agreement (the “Equipment Loan Agreement” or the “Loan”) with Soluna2 SLC Fund II Project Holdco LLC (the “Lender”, and collectively, the “Parties”). The Equipment Loan Agreement provides for the Company to borrow, from time to time, up to $ 1.0 15 plus minus plus On May 16, 2024, the Parties entered into the Security Agreement in connection with the Loan Agreement as described above. The Security Agreement grants a collateral security interest in the equipment purchased under the Equipment Loan Agreement to secure the obligations of the Borrower under said Agreement in the event full performance and payment of the Equipment Loan Agreement becomes due. On May 17, 2024, the Borrower drew down $ 720 734 118 39 79 As noted in Footnote 17, on the July 22, 2024, the Borrower satisfied and repaid the Borrowing Amount in full by issuing the Investor Class B Membership Interests in the Dorothy 2 project at three times the value of the Borrowing Amount (i.e., $ 2.16 June 2024 Secured Note Financing Schedule of Secured Note Financing (Dollars in thousands) Maturity Date Interest Rate June 20, 2024- Term Loan and capitalized interest (excludes debt issuance cost) June 20, 2027 9 % $ 12,531 Less: principal and capitalized interest payments - Less: debt discount (314 ) Less: debt issuance costs (557 ) Total outstanding note 11,660 (Less) Current note outstanding 2,632 Long-term note outstanding $ 9,028 On June 20, 2024, Soluna AL CloudCo, LLC (“CloudCo”), an indirect wholly-owned subsidiary of Soluna Holdings, Inc. (the “Company”), issued a $ 12.5 9 As additional credit support, Soluna Cloud, Inc., CloudCo’s parent company, provided a guaranty secured by its assets and a pledge of CloudCo’s membership interests. The Company, as Soluna Cloud’s sole stockholder, also provided a guaranty secured by its assets and a pledge of its shares in Soluna Cloud. These arrangements are documented in the “CloudCo Agreements,” “Cloud Agreements,” and “Holdings Agreements.” As an inducement for the Investor to purchase the Note, Soluna Cloud will issue a warrant (the “ Cloud Warrant”) exercisable within three years from June 20, 2024. This Warrant allows the Investor to purchase a number of shares of Soluna Cloud common stock equal to 12.5% of the issued and outstanding common stock as of the Cloud Warrant date divided by 0.875, plus 12.5% of each Qualified Issuance divided by 0.875. In addition, granting of appreciation rights, phantom rights, or other rights with equity features would result in adjustments to the aggregate number of warrants issued. A “Qualified Issuance” includes any issuance of common stock by Soluna Cloud from the day after the Cloud Warrant date until the earlier of raising an additional $ 112.5 On June 20, 2024, the Company recorded the Cloud Warrant as a liability valued at approximately $ 314 In connection with the June 2024 transactions, the purchasers (collectively, the “Purchasers”) of the secured convertible notes (“Senior Notes”) issued under the Securities Purchase Agreement dated October 25, 2021 (as amended, the “2021 Purchase Agreement”), along with Collateral Services LLC as collateral agent, consented to the June 2024 transactions. They also agreed to enter into an intercreditor agreement with the Investor regarding these transactions. For the three and six months ended June 30, 2024, the Company incurred approximately $ 31 October 2021 Secured Notes—Extension of Maturity Date Pursuant to Section 6.a. of the Fourth Amendment Agreement to the 2021 Purchase Agreement, dated as of February 28, 2024, the Company exercised its right to extend the maturity date of the Senior Notes for an additional six months, or until January 24, 2025, in order to enable the Company to continue to pursue its significant project development opportunities for Soluna Cloud, Dorothy 2 and other projects. Line of Credit On September 15, 2021, the Company entered into a $ 1.0 0.75 350 350 |