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
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
December 31, 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
145,000
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
145,000
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.00739%1
14
TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
This Amendment No. 2 relates to the Schedule 13D filed
with the Securities and Exchange Commission on August 1, 2023,
as amended by Amendment No. 1 filed with the Securities and
Exchange Commission on September 5, 2023, relating to the Common Stock,
par value $0.001 per share (the Common Stock), of 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 5 of the Schedule is hereby amended and supplemented as follows:
Item 5. Interest in Securities of the Issuer.
(a) As of December 31, 2023, Wayne W. Boos beneficially
owns a total of 145,000 shares of the Companys Common Stock
which represent approximately 9.00739% of the outstanding shares of
Common Stock, based on 1,609,788 shares of Common Stock outstanding
as of November 9, 2023, as indicated by the Company.
The percentage of Mr. Boos ownership of Common Stock in the Company
has varied since the filing of Amendment No. 1 to this Schedule 13D as
Mr. Boos has (i) purchased additional shares of the Companys Common Stock,
(ii) sold shares of the Companys Common Stock, and
(iii) the Company effected a 1 for 25 reverse stock split in October 2023.
(b) Nature of Ownership. Wayne W. Boos has the sole power to vote
and direct the disposition of all of the 145,000 shares reported as
beneficially owned by him.
(c) Recent Transactions. In the 60 days prior to December 31, 2023,
Wayne W. Boos (i) sold 2,759 shares of the Companys Common Stock
for an average price per share of $2.59 and (ii) acquired 28,859
shares of the Companys Common Stock for an average price per share
of $3.68 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.
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: February 14, 2024
/s/ Wayne W. Boos
Wayne W. Boos
1 Based on the 1,609,788 shares of common stock outstanding as of
November 9, 2023.