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  4. [8-K] Soluna Holdings, Inc Reports Material Event

Auditor change at Soluna Holdings (NASDAQ: SLNH) as KPMG hired

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Soluna Holdings, Inc. changed its external auditor. On March 29, 2026, the company dismissed UHY LLP as its independent registered public accounting firm and the Audit Committee approved this decision, effective the same day.

UHY’s audit reports on the financial statements for the fiscal years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and there were no disagreements or reportable events with UHY during that period. The Audit Committee also approved the appointment of KPMG LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor dismissal date March 29, 2026 Effective date UHY LLP was dismissed as auditor
New auditor appointment date March 29, 2026 Date KPMG LLP was approved as new auditor
Most recent audited years 2025 and 2024 Fiscal years covered by UHY’s clean audit reports
Exhibit 16.1 date March 30, 2026 Date of UHY letter filed with the SEC
independent registered public accounting firm financial
"UHY would be dismissed as the Company’s independent registered public accounting firm."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Audit Committee financial
"The Audit Committee of the Board of Directors of the Company approved the decision to dismiss UHY."
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
reportable events regulatory
"there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K."
Item 304(a)(1)(v) of Regulation S-K regulatory
"there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K."
disagreement financial
"the Company has not had any disagreement with UHY on any matter of accounting principles or practices."
Understanding 8-K Material Events →
false 0000064463 0000064463 2026-03-29 2026-03-29 0000064463 SLNH:CommonStockParValue0.001PerShareMember 2026-03-29 2026-03-29 0000064463 SLNH:Sec9.0SeriesCumulativePerpetualPreferredStockParValue0.001PerShareMember 2026-03-29 2026-03-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 29, 2026

 

SOLUNA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40261   14-1462255

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

325 Washington Avenue Extension    
Albany, New York   12205
(Address of principal executive offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (516) 216-9257

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions(see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
Common Stock, par value $0.001 per share   SLNH   The Nasdaq Stock Market LLC
9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share   SLNHP   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

(a) Dismissal of Independent Registered Public Accounting Firm.

 

On March 29, 2026, Soluna Holdings, Inc. (the “Company”) notified UHY LLP (“UHY”) that UHY would be dismissed as the Company’s independent registered public accounting firm. The Audit Committee of the Board of Directors of the Company (the “Audit Committee”) approved the decision to dismiss UHY, which will become effective on March 29, 2026.

 

The audit reports of UHY on the Company’s financial statements as of and for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

During the Company’s two most recent fiscal years ended December 31, 2025 and 2024, and through March 29, 2026, the Company has not had any disagreement with UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement, if not resolved to UHY’s satisfaction, would have caused UHY to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements. In addition, during the Company’s two most recent fiscal years ended December 31, 2025 and 2024, and through March 29, 2026, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided UHY with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that UHY furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in this Item 4.01(a). A copy of UHY’s letter, dated March 30, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) Appointment of New Independent Registered Public Accounting Firm.

 

On March 29, 2026, the Audit Committee approved the appointment of KPMG LLP (“KPMG”) as the Company’s new independent registered public accounting firm for the fiscal year ended December 31, 2026.

 

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through March 29, 2026, neither the Company nor anyone acting on its behalf consulted KPMG on any matter relating to either (i) the application of accounting principles to a specific transaction, either completed or contemplated, or the type of audit opinion that might be rendered on the Company’s financial statements or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
16.1   Letter to Securities and Exchange Commission from UHY LLP, dated March 30, 2026
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SOLUNA HOLDINGS, INC.
     
Dated: March 30, 2026 By: /s/ David Michaels
 

Name: 

 David Michaels
  Title: Chief Financial Officer
    (principal financial officer)

 

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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