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Soluna Holdings, Inc. Announces Closing of $7.8 Million Series A Preferred Stock Offering

ALBANY, N.Y. – (NewMediaWire) – December 28, 2021 – Soluna Holdings, Inc. (“SHI” or

the “Company”), (NASDAQ: SLNH), the

parent company of Soluna Computing, Inc. (“SCI”), a cryptocurrency

mining business powered by renewable energy, and MTI Instruments, Inc.

(“MTI Instruments”), a test and measurement instruments and systems

business,
today announced the closing of its underwritten public

offering of 445,714 shares of its 9.0% Series A Cumulative Perpetual Preferred

Stock, par value $0.001 per share, with a $25.00 liquidation preference per

share (the “Series A Preferred Stock”), at a price to the public of $17.50 per

share. The Company received aggregate gross proceeds of $7.8 million, before

deducting underwriting discounts and other estimated offering fees and expenses.

The offering is a re-opening of the original issuance of Series A Preferred

Stock, which occurred on August 23, 2021. The additional shares of Series A

Preferred Stock will form a single series, and be fully fungible, with the

outstanding shares of our Series A Preferred Stock. The first dividend on the

Series A Preferred Stock offered pursuant to the offering will be paid on

January 31, 2022, which will include a period of less than a full month after

the issuance of the Series A Preferred Stock and will cover the period from December

28, 2021 through January 31, 2022.

The

Series A Preferred Stock are listed on the Nasdaq Stock Market LLC under the

symbol “SLNHP”.

The

Company has granted the underwriters a 45-day option to purchase up to an

additional 66,857 shares of the Series A Preferred Stock (representing 15% of

the shares of the Series A Preferred Stock being sold in the offering) to cover

over-allotments, if any. The underwriters may exercise this option at any time

and from time to time during the 45-day period from the closing of the offering.

SHI intends to use the net proceeds of the offering for the

acquisition, development and growth of data centers, including cryptocurrency

mining processors, other computer processing equipment, data storage,

electrical infrastructure, software and real property, and business, and for

working capital and general corporate purposes, which include, but are not

limited to, operating expenses.

The

Series A Preferred Stock is perpetual and has no maturity date. The Series A

Preferred Stock is not redeemable prior to August 23, 2026, except under certain

circumstances. On or after August 23, 2026, the Series A Preferred Stock may be

redeemed at the Company’s option, in whole or in part, from time to time, at a

redemption price of $25.00 per share of Series A Preferred Stock, plus all

dividends accumulated and unpaid (whether or not declared) on the Series A

Preferred Stock up to, but not including, the date of such redemption. The

Series A Preferred Stock may also be redeemed upon the occurrence of certain

delisting or change in control events. 

Univest

Securities, LLC acted as the sole book running manager for this offering.

The offering was conducted pursuant to a prospectus

supplement to base prospectus included in the Company’s registration statement

on Form S-3, as amended (File No. 333-261427) (the “Registration Statement”), which Registration

Statement was previously filed with and subsequently declared effective by the

Securities and Exchange Commission (“SEC”) on December 16, 2021. Such

prospectus supplement and accompanying base prospectus relating to the offering

have been filed with the SEC and are available on the SEC’s website at

http://www.sec.gov. Electronic copies of such prospectus supplement and

accompanying base prospectus relating to this offering may be obtained from Univest Securities, LLC, 75 Rockefeller Plaza, Suite

1838, New York, NY 10019, by phone (212) 343-8888 or e-mail info@univest.us.

This press release shall not

constitute an offer to sell or the solicitation of an offer to buy these

securities, nor shall there be any sale of these securities in any state or

jurisdiction in which such offer, solicitation or sale would be unlawful prior

to registration or qualification under the securities laws of any such state or

jurisdiction.

About Soluna Holdings,

Inc.

Soluna Holdings, Inc.

(Nasdaq: SLNH) is the leading developer of green data centers that convert

excess renewable energy into global computing resources. Soluna builds modular,

scalable data centers for computing intensive, batchable applications
 such as cryptocurrency mining, AI and

machine learning. Soluna provides a cost-effective alt
ernative to

battery storage or transmission lines. Soluna’s MTI Instruments division

manufactures precision tools and testing equipment for electronics, aviation,

automotive, power and other industries. Both Soluna and MTI Instruments use

technology and intentional design to solve complex, real-world challenges. Up

to 30% of the power of renewable energy projects can go to waste. Soluna’s data

centers enable clean electricity asset owners to ‘Sell. Every. Megawatt.’ 

For more information about

Soluna, please visit 
www.solunacomputing.com or

follow us on LinkedIn at 
linkedin.com/solunaholdings and

Twitter 
@SolunaHoldings. 

Forward Looking Statements

The statements in this press release, including with respect to

the expected timing of the closing of the offering,
and

the anticipated use of proceeds, constitute forward-looking statements within

the meaning of the federal securities laws. Forward-looking statements reflect

management’s current expectations, as of the date of this press release, and

are subject to certain risks and uncertainties that could cause actual results

to differ materially from future results expressed or implied by such

forward-looking statements. Actual results could differ materially from those

expressed or implied by such forward-looking statements as a result of various

factors, including, but not limited to: (1) those risk factors set forth in the

Registration Statement and the prospectus supplement; and (2) other risks and

uncertainties that may be detailed from time to time in SHI’s reports filed

with the SEC. Readers are cautioned not to place undue reliance on these

forward-looking statements, which speak only as of the date made. Except as

required by law, the Company assumes no obligation to update or revise any

forward-looking statements.

Investor Relations:

Kirin Smith, President 

PCG Advisory, Inc.

646.823.8656
Ksmith@pcgadvisory.com

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