Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Soluna Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
583543103
(CUSIP Number)
Robert B. Goldberg, Esq.
5555 Glenridge Connector, Suite 675
Atlanta, Georgia 30342
(404)233-2800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 19, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 583543103
Cover Page
1
NAMES OF REPORTING PERSONS
Wayne W. Boos
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e). [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
2,010,000
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
2,010,000
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,010,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.78194%1
14
TYPE OF REPORTING PERSON (See Instructions)
IN
1 Based on the 29,637,516 shares of common stock outstanding
as of May 26, 2023.
SCHEDULE 13D
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is the Common Stock, par value $0.001 per share (the "Common Stock").
The name of the issuer is Soluna Holdings, Inc., a Nevada corporation
(the "Company"). The principal executive offices of the Company are
located at 325 Washington Avenue Extension, Albany, New York, 12205.
Item 2. Identity and Background.
The reporting person is Wayne W. Boos with respect to whom
the following information is provided:
(a) Name. Wayne W. Boos
(b) Address. 5260 N. Palm Avenue, Suite 120, Fresno, CA 93704.
(c) Principal Occupation and Employment. Managing Director at
Boos & Associates, a Professional Corporation,
5260 N. Palm Avenue, Suite 120, Fresno, CA 93704.
(d) Criminal Proceedings. None.
(e) Civil proceedings. None
(f) Citizenship. United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Stock acquired since September 26, 2022 with personal funds in the amount of
$650,229.94.
Item 4. Purpose of Transaction
All of the reported shares are held for investment purposes.
(a) The Reporting Person has no current plans or proposals which relate to
or would result in the acquisition of additional securities of the Company
or disposition of all or a portion of his investment in the Company;
(b) The Reporting Person has no plans or proposals which relate to
or would result in an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving
the Company or any of its subsidiaries;
(c) The Reporting Person has no plans or proposals which relate to
or would result in a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries;
(d) The Reporting Person has no plans or proposals which relate to
or would result in any change in the present board of directors
or management of the Company or in the number or term of Directors
or to fill any existing vacancies on the board;
(e) The Reporting Person has no plans or proposals which relate to
or would result in any material change in the present capitalization
or dividend policy of the Company;
(f) The Reporting Person has no plans or proposals which relate to
or would result in any other material change in the Company's
business or corporate structure;
(g) The Reporting Person has no plans or proposals which relate to
or would result in changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Company by any person;
(h) The Reporting Person has no plans or proposals which relate to
or would result in causing a class of securities of the Company to
be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) The Reporting Person has no plans or proposals which relate to
or would result in a class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) The Reporting Person has no plans or proposals which relate to
or would result in any action similar to any of those enumerated
above in Paragraphs (a) through (i).
Item 5. Interest in Securities of the Issuer.
(a) Number of Shares/Percentage of Class Beneficially Owned.
As of July 25, 2023, Wayne W. Boos beneficially owns a total of 2,010,000
shares of the Company's Common Stock which represent approximately 6.78194%
of the outstanding shares of Common Stock, based on 29,637,516 shares of
Common Stock outstanding as of May 26, 2023, as indicated by the Company.
(b) Nature of Ownership. Wayne W. Boos has the sole power to vote
and direct the disposition of all of the 2,010,000 shares reported
as beneficially owned by him.
(c) Recent Transactions. In the past 60 days, Wayne W. Boos acquired
1,260,000 shares of the Company's Common Stock for an average price
per share of $0.2281 through his broker, Merrill Lynch.
(d) No other person has the right to receive or the power to direct the
receipt of the dividends from, or proceeds from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: August 1, 2023 /s/ Wayne W. Boos
Wayne W. Boos