Soluna Holdings, Inc 8-K

What Happened

• Soluna Holdings, Inc. (through its wholly owned subsidiary Soluna Digital, Inc.) announced the purchase of the remaining membership interests in Soluna DV ComputeCo, LLC (the "Dorothy 1B Project Company"), a proprietary bitcoin mining project. The Membership Interests Purchase Agreement (MIPA) was executed and closed on May 19, 2026. Soluna paid approximately $8.8 million to Navitas West Texas Investments SPV, LLC to acquire the interests and, upon closing, owns 100% of the Dorothy 1B Project Company. The company filed an 8-K disclosing the transaction on May 20, 2026 and attached the MIPA (Exhibit 10.1) and a press release (Exhibit 99.1).

Key Details

• Buyer: Soluna Digital, Inc., a wholly owned subsidiary of Soluna Holdings, Inc.
• Seller: Navitas West Texas Investments SPV, LLC (transaction parties also include Navitas Advisors, LLC and Soluna DV ComputeCo, LLC).
• Transaction date and closing: May 19, 2026; payment of approximately $8.8 million at closing.
• Asset: 100% ownership of the Dorothy 1B Project Company, which is focused on proprietary bitcoin mining.

Why It Matters

• The transaction gives Soluna full ownership and control of the Dorothy 1B bitcoin mining project, which is a material operational asset for the company. Investors should note the ~$8.8M cash outlay and that future operational results, costs, and disclosures related to Dorothy 1B will be under Soluna's control going forward. The company provided the full purchase agreement and a press release as exhibits to the 8-K for further detail.