Good morning. My name is John Belizaire, Chief Executive Officer of the company. I would like to introduce John Tunison, Chief Financial Officer of the company, who will act as chairman of this meeting. I would also like to welcome to the meeting the directors and officers present, as well as Sean Fulton from Broadridge Financial Solutions and Daniel Forman and Nathaniel Perle from Lowenstein Sandler LLP, corporate counsel to the company. We also have present Eric Hennessey, a representative from UHY LLP, our independent auditor for financial for fiscal years 2024 and 2023, and Chris Gandolfo of Soluna Holdings , who will act as the independent inspector of elections.
Welcome, ladies and gentlemen. I hereby call this Annual Meeting of Stockholders to order and note that Jessica Thomas, as secretary of the company, will act as the secretary of this meeting and record the minutes. Before considering the business to be taken up at this meeting, Jessica will report the formal steps taken in connection with it.
Mr. Chairman, the board of directors has adopted resolutions which authorize this meeting. I previously presented to you the affidavit of Broadridge Financial Solutions, which states that the Notice of Annual Meeting of Stockholders, the Proxy Statement, and Proxy Card were first mailed on or about July 21st, 2025, to each holder of the company's shares of common stock and Series B Convertible Preferred Stock at the close of business on July 9th, 2025, the record date. I also previously submitted a certified list of the stockholders of the shares of common stock and Series B Preferred Stock of the company as of the record date that was compiled by Broadridge Financial Solutions and is available for inspection upon request. The list sets forth each stockholder's address and holdings as they appear on the records of the transfer agent and on the company's stock ledger.
According to this list, there were 20,496,349 shares of common stock outstanding and 1,085,142 shares of common stock deemed issuable upon the conversion of the Series B Preferred Stock. Holders of our common stock are entitled to one vote per share on each matter to be voted upon. Holders of our Series B Preferred Stock are entitled to one vote per share of common stock deemed issuable upon the conversion of our Series B Preferred Stock, subject to the beneficial ownership limitation on each matter to be voted upon.
Thank you, Jessica. Please file the affidavit related to the mailing of the proxy materials and the certified stockholder list in the company's minute book with the minutes of this meeting. I have two other preliminary announcements. First, any non-historical statements that the company will make today will constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from these statements as a result of a number of risks and uncertainties, including the risks that the company has cited in its most recent 10-K and 10-Q filings with the Securities and Exchange and that the company typically cites in its press releases. Also, I would like to remind everyone that this meeting is not a public forum for the purposes of the SEC's Regulation FD.
As a result, while the company would be happy to provide you with general background information about the company, we will not be able to provide you with material non-public information at this meeting. I hereby appoint Chris Gandolfo to act as Inspector of Election at this meeting. The Inspector has executed an oath to carry out his duties impartially and to the best of his ability. He will distribute and collect the ballots and count the votes.
Mr. Chairman, I previously presented to you the oath signed by the Inspector of Election.
The oath of the Inspector of Election will be filed with the minutes of this meeting. Will the Inspector now provide us with a count of the stockholders present in person, remotely, or by proxy?
Mr. Chairman, I can report that our preliminary count indicates the presence of a quorum. I am in the process of completing a count of all stockholders present in person, remotely, or by proxy, and will render an exact report at the end of the meeting.
Thank you. Since the holders of record of a majority of the outstanding shares of common stock of the company, who are entitled to vote at this meeting, are present in person, remotely, or by proxy, I declare that a quorum is present. The first item of business is a proposal to elect David Michaels and Matthew Lipman to serve as Class II Directors, each for a three-year term, expiring at the annual meeting of stockholders in 2028. I move to approve the first proposal.
This is John Belizaire, and I second the motion.
The second item of business is a proposal to approve one or more reverse stock splits of the then outstanding shares of our common stock, with no change to the number of authorized shares of common stock of the company, having an aggregate ratio of not less than 1:45 and not greater than 1:450, with the exact number, timing, and ratio within such aggregate range, each to be determined by our Board in its discretion and included in a public announcement to be effectuated at any time within one year after stockholder approval has been obtained. I move to approve the second proposal.
I second the motion.
The third item of business is a proposal to approve the adjournment of the annual meeting in the event that the number of shares of common stock and Series B Convertible Preferred Stock present or represented by proxy at the annual meeting and voting for the approval of proposal two are insufficient to approve such proposal. I move to approve the third proposal.
I second the motion.
The fourth item of business is a proposal to ratify the appointment of UHY LLP as the company's independent registered public accounting firm for the year ending December 31, 2025. I move to approve the fourth proposal.
I second the motion.
Are there any other matters to be brought before this meeting? Hearing none, I now call for votes for the proposals. Inspector of Election, please report the final count of the shares represented here and the tally of votes cast regarding the proposals.
I hereby report that the preliminary report indicates that each of David Michaels and Matthew Lipman was elected by a plurality of the votes cast, and proposals two, three, and four were each approved by a majority of the votes cast on such proposals. I will execute a certificate as to the final results of the voting, and the certificate will be filed within the minute book of the company along with the minutes of this meeting. The final results will also be reported in a Form 8-K to be filed with the SEC within four business days following this annual meeting.
Thank you. At this point, I move to adjourn the meeting.
I second the motion.
Ladies and gentlemen, this concludes the annual meeting of Soluna Holdings Inc. I hereby declare this meeting adjourned. Thank you all for attending.
The meeting has now concluded. Thank you for joining and have a pleasant day.
The host has ended this call. Goodbye.