Soluna Holdings, Inc. Announces Pricing of $2 million Underwritten Public Offering of Common Stock

ALBANY, NY-(BUSINESS WIRE)–Saluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH), the parent company of Soluna Computing, Inc. (“SCI”), a developer of green data centers for cryptocurrency mining and other intensive computing, today announced the pricing of its previously announced public offering of 1,388,889 shares of its common stock at a price to the public of $1.44 per share. The Company will also issue to Soluna SLC Fund I Projects Holdco LLC, or Spring Lane, an aggregate of 593,065 shares of Spring Lane common stock upon conversion of outstanding promissory notes with an aggregate principal amount of $850,000 and accrued and unpaid interest thereon. by Spring Lane at the same price per share as the public offering price of the share stated above.

Univest Securities, LLC is acting as the sole book-running manager for the contract public offering.

In connection with the public offering accepted by the underwriter, the Company granted the underwriter a 45-day option to purchase up to an additional 208,333 shares of common stock at the public offering price of $1.44 per share, less redemption discounts and commissions, to cover the over-allotment, if they exist. The offering is expected to close on or about October 26, 2022, subject to the satisfaction of customary closing conditions.

Thessaloniki expects to use the net proceeds from the offering to acquire, develop and grow data centers, including cryptocurrency mining processors, other computing equipment, data storage, electrical infrastructure, software, real estate and operations, including but not limited to to its development site in Texas and for general corporate purposes. The general purposes of a business may include working capital and capital expenditure.

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The shares of common stock to be issued in the underwritten public offering are being offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-261427), including a base prospectus filed with the U.S. Securities and Exchange Commission (“SEC”) and declared effective on December 16, 2021. The offering will be made by written prospectus only. The preliminary prospectus supplement and the accompanying prospectus describing the terms of the offering have been filed with the SEC at its website at www.sec.gov. The final prospectus supplement will be filed with the SEC and, after filing, will be available on the SEC’s website at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying base prospectus relating to the offering, when filed, may also be obtained from Univest Securities, LLC, 75 Rockefeller Plaza, 18th Floor, New York, NY 10019, by telephone at (212) 343-8888 or by by email at [email protected]

This press release does 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 country in which such offer, solicitation or sale would be illegal prior to registration or qualification under securities laws of any such country or jurisdiction.

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About Thessaloniki Holdings, Inc (SLNH)

Thessaloniki Holdings, Inc. is a leading developer of green data centers that convert excess renewable energy into global computing resources. Thessaloniki builds modular, scalable data centers for compute-intensive batch applications such as cryptocurrency mining, artificial intelligence and machine learning. Thessaloniki offers a cost-effective alternative to battery storage or power lines. Thessaloniki uses technology and design to solve complex real-world challenges. Up to 30% of energy from renewable energy projects can go to waste. Thessaloniki’s data centers enable owners of clean electricity to “Sale. every megawatt.”

For more information about Soluna, please visit www.solunacomputing.com or follow us on LinkedIn at linkedin.com/solunaholdings and on Twitter @SolunaHoldings.

Safe harbor statement

This notice contains forward-looking statements. These statements are made pursuant to the “safe harbor” provisions of the US Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates “, “future,” “intends,” “plans,” “believes,” “estimates,” “believes” and similar statements. These forward-looking statements include, among other things, statements regarding the completion of the public offering and the intended use of the proceeds thereof. Actual results may differ materially from those anticipated or implied in these forward-looking statements. Factors that could cause such a difference include, but are not limited to, risks and uncertainties related to the satisfaction of customary closing conditions in connection with the offering, the intended use of the proceeds of the offering and the impact of general economic, industry or political conditions in the United States. country or internationally. You should not place undue reliance on these forward-looking statements. Additional risks and uncertainties relating to the proposed offering, Thessaloniki and its operations can be found under the heading “Risk Factors” included in Thessaloniki’s Annual Report on Form 10-K for the year ended December 31, 2021, Thessaloniki’s Preliminary Prospectus Supplement , filed with the SEC on October 21, 2022 and the final prospectus supplement to be filed with the SEC, and other filings that Thessaloniki may file with the SEC in the future. All forward-looking statements contained in this press release speak only as of the date hereof, and Thessaloniki expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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