Material Event Form 8 K

Item 8.01 Other Events

On August 12, 2024, Soluna Holdings, Inc. (the "Company") executed a Standby Equity Purchase Agreement (the "SEPA") with YA II PN, LTD., a Cayman Islands exempt limited company (the "Investor"), under which Pre-Paid Advances could be made. Both parties have mutually decided not to proceed with the Pre-Paid Advances, and to continue to work within the SEPA, which will require the filing, and effectiveness, of an S-1 Registration Statement, meeting certain conditions precedent including the consent of third-parties and obtaining any required shareholder approvals.

The information in Item 8.01 will not be treated as "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.