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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/22 Soluna Holdings, Inc. 10-K 12/31/21 113:10M Genesis Filings LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.61M
2: EX-4.12 Instrument Defining the Rights of Security Holders HTML 103K
3: EX-4.13 Instrument Defining the Rights of Security Holders HTML 114K
4: EX-10.12 Material Contract HTML 58K
5: EX-10.13 Material Contract HTML 47K
6: EX-10.14 Material Contract HTML 47K
7: EX-10.20 Material Contract HTML 40K
8: EX-10.26 Material Contract HTML 67K
9: EX-10.52 Material Contract HTML 100K
10: EX-10.53 Material Contract HTML 47K
11: EX-10.54 Material Contract HTML 88K
12: EX-10.55 Material Contract HTML 49K
13: EX-21 Subsidiaries List HTML 31K
14: EX-23.1 Consent of Expert or Counsel HTML 29K
15: EX-23.2 Consent of Expert or Counsel HTML 30K
16: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
17: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
18: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
19: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
25: R1 Cover HTML 99K
26: R2 Consolidated Balance Sheets HTML 154K
27: R3 Consolidated Balance Sheets (Parenthetical) HTML 53K
28: R4 Consolidated Statements of Operations HTML 126K
29: R5 Consolidated Statements of Changes in Equity HTML 93K
30: R6 Consolidated Statements of Cash Flows HTML 131K
31: R7 Nature of Operations HTML 72K
32: R8 Accounting Policies HTML 154K
33: R9 Accounts Receivable HTML 40K
34: R10 Property, Plant and Equipment HTML 57K
35: R11 Asset Acquisition HTML 52K
36: R12 Intangible Assets HTML 57K
37: R13 Income Taxes HTML 120K
38: R14 Accrued Liabilities HTML 45K
39: R15 Debt HTML 52K
40: R16 Stockholders? Equity HTML 50K
41: R17 Retirement Plan HTML 38K
42: R18 Net (loss) income per Share HTML 56K
43: R19 Stock Based Compensation HTML 169K
44: R20 Commitments and Contingencies HTML 62K
45: R21 Related Party Transactions HTML 60K
46: R22 Discontinued Operations-Held for Sale HTML 63K
47: R23 Segment Information HTML 65K
48: R24 Subsequent Events HTML 47K
49: R25 Accounting Policies (Policies) HTML 208K
50: R26 Accounting Policies (Tables) HTML 49K
51: R27 Accounts Receivable (Tables) HTML 39K
52: R28 Property, Plant and Equipment (Tables) HTML 54K
53: R29 Intangible Assets (Tables) HTML 56K
54: R30 Income Taxes (Tables) HTML 116K
55: R31 Accrued Liabilities (Tables) HTML 44K
56: R32 Debt (Tables) HTML 37K
57: R33 Stockholders? Equity (Tables) HTML 37K
58: R34 Net (loss) income per Share (Tables) HTML 50K
59: R35 Stock Based Compensation (Tables) HTML 142K
60: R36 Commitments and Contingencies (Tables) HTML 63K
61: R37 Discontinued Operations-Held for Sale (Tables) HTML 66K
62: R38 Segment Information (Tables) HTML 56K
63: R39 Nature of Operations (Details Narrative) HTML 134K
64: R40 Schedule of Useful Lives (Details) HTML 53K
65: R41 The following table provides quantitative HTML 36K
information regarding the inputs to the fair value
measurement of the Warrants as of the valuation
date (Details)
66: R42 Accounting Policies (Details Narrative) HTML 86K
67: R43 Schedule of accounts receivables (Details) HTML 37K
68: R44 Schedule of Property, Plant and Equipment HTML 61K
(Details)
69: R45 Property, Plant and Equipment (Details Narrative) HTML 33K
70: R46 Asset Acquisition (Details Narrative) HTML 46K
71: R47 Intangible assets consist of the following as of HTML 44K
December 31, 2021 (Details)
72: R48 The Company expects to record amortization expense HTML 46K
of intangible assets over the next five years and
thereafter as follows (Details)
73: R49 Intangible Assets (Details Narrative) HTML 32K
74: R50 Schedule of income tax expense (Details) HTML 39K
75: R51 Schedule of deferred income tax expense (Details) HTML 37K
76: R52 Schedule of effective income tax rate (Details) HTML 51K
77: R53 Schedule of deferred tax assets (Details) HTML 60K
78: R54 Schedule of deferred tax asset valuation allowance HTML 47K
(Details)
79: R55 Income Taxes (Details Narrative) HTML 38K
80: R56 Schedule of accrued liabilities (Details) HTML 47K
81: R57 Debt consists of the following (Details) HTML 45K
82: R58 Debt (Details Narrative) HTML 58K
83: R59 Schedule of reserved common shares for future HTML 41K
issuance (Details)
84: R60 Stockholders? Equity (Details Narrative) HTML 56K
85: R61 Retirement Plan (Details Narrative) HTML 33K
86: R62 The following table sets forth the reconciliation HTML 62K
of the numerators and denominators of the basic
and diluted per share computations for continuing
operations for the years ended December 31
(Details)
87: R63 Net (loss) income per Share (Details Narrative) HTML 41K
88: R64 The following table presents the weighted-average HTML 55K
assumptions used for options granted under the
2021 Plan (Details)
89: R65 Total share-based compensation expense, related to HTML 37K
the Company?s share-based awards, recognized for
the years ended December 31, was comprised as
follows (Details)
90: R66 Presented below is a summary of the Company?s HTML 65K
stock option activity for the Plans for the years
ended December 31 (Details)
91: R67 The following table summarizes information for HTML 59K
options outstanding and exercisable for the Plans
as of December 31, 2021 (Details)
92: R68 Non-vested restricted stock activity is as follows HTML 43K
for the year ended December 31 (Details)
93: R69 The weighted average fair value price for the HTML 41K
Company?s restricted stock activity for the Plans
is as follows for each of the years ended December
31 (Details)
94: R70 The following is a summary of common stock warrant HTML 51K
activity during the year ended December 31, 2021.
The Company did not have or issue any warrants
during the year ended December 31, 2020. (Details)
95: R71 Stock Based Compensation (Details Narrative) HTML 110K
96: R72 Lease expense for these leases is recognized on a HTML 37K
straight-line basis over the lease term. For the
twelve months ended December 31, total lease costs
are comprised of the following (Details)
97: R73 Supplemental cash flows information related to HTML 36K
leases for the twelve months ended December 31 was
as follows (Details)
98: R74 Supplemental balance sheet information for the HTML 46K
twelve months ended December 31 was as follows
(Details)
99: R75 Maturities of operating lease liabilities are as HTML 47K
follows for the year ending December 31 (Details)
100: R76 Commitments and Contingencies (Details Narrative) HTML 37K
101: R77 Related Party Transactions (Details Narrative) HTML 79K
102: R78 Set forth below are the results of the HTML 45K
discontinued operations (Details)
103: R79 The following table summarizes information about HTML 63K
assets and liabilities from discontinued
operations held for sale as of December 31, 2021
and 2020 (Details)
104: R80 MTI Instruments sells its products on a worldwide HTML 40K
basis with its principal markets listed in the
table below where information on product revenue
is summarized by geographic area for the Company
as a whole for each of the years ended December 31
(Details)
105: R81 Discontinued Operations-Held for Sale (Details HTML 33K
Narrative)
106: R82 The following table details revenue and cost of HTML 93K
revenues for the Company?s reportable segments
(Details)
107: R83 Segment Information (Details Narrative) HTML 41K
108: R84 Subsequent Events (Details Narrative) HTML 59K
111: XML IDEA XML File -- Filing Summary XML 191K
109: XML XBRL Instance -- g082656_10k_htm XML 1.95M
110: EXCEL IDEA Workbook of Financial Reports XLSX 137K
21: EX-101.CAL XBRL Calculations -- mkty-20211231_cal XML 197K
22: EX-101.DEF XBRL Definitions -- mkty-20211231_def XML 814K
23: EX-101.LAB XBRL Labels -- mkty-20211231_lab XML 1.30M
24: EX-101.PRE XBRL Presentations -- mkty-20211231_pre XML 1.13M
20: EX-101.SCH XBRL Schema -- mkty-20211231 XSD 234K
112: JSON XBRL Instance as JSON Data -- MetaLinks 488± 672K
113: ZIP XBRL Zipped Folder -- 0001753926-22-000384-xbrl Zip 480K
Exhibit 10.13
SOLUNA HOLDINGS, INC.
Amended and Restated 2021 Stock Incentive Plan
Restricted Stock Agreement
Soluna Holdings, Inc. (the “Company”) hereby enters into this Restricted Stock Agreement, dated as of the date set forth below, with the Recipient named herein (the “Agreement”) and grants to the Recipient the shares of Restricted Stock specified herein pursuant to the Soluna Holdings, Inc. Amended and Restated 2021 Stock Incentive Plan, as amended and in effect from time to time. The Terms and Conditions attached hereto are also a part hereof.
| Name of recipient (the “Recipient”): | |
| Date of this Restricted Stock grant: | |
| Number of shares of Restricted Stock granted pursuant to this Agreement: | |
| Vesting Start Date: | |
| Number of shares of Restricted Stock that are vested on the Vesting Start Date: | |
| Number of shares of Restricted Stock that are unvested on the Vesting Start Date: | |
| Consideration payable for shares of Restricted Stock, if any: | |
| Right to Repurchase Unvested shares of Restricted Stock |
Vesting Schedule:
| First Vesting Date: | |
| Next Vesting Date: | |
| Next Vesting Date: |
SOLUNA HOLDINGS, INC. |
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| Signature of Recipient | By: | |||
| Name: | ||||
| [Name | Title: | |||
| Address] | ||||
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SOLUNA HOLDINGS, INC.
Restricted Stock Agreement – Terms and Conditions
Soluna Holdings, Inc. (the “Company”) agrees to award to the recipient specified on the cover page hereof (the “Recipient”), and the Recipient agrees to accept from the Company, the number of shares of Restricted Stock on the following terms:
1. Grant Under Plan. This Restricted Stock Agreement (the “Agreement”) is made pursuant to and is governed by the Company’s Amended and Restated 2021 Stock Incentive Plan, as amended and in effect from time to time (the “Plan”). Capitalized terms used in this Agreement (including, but not limited to, the cover page hereof) but not defined herein have the respective meanings specified in the Plan or Employment Agreement, as applicable.
2. Vesting if Business Relationship Continues.
(a) Vesting Schedule. If the Recipient has maintained continuously a Business Relationship with the Company through each date specified on the cover page hereof, a portion of the Restricted Stock shall vest on such date in such amounts as are set forth opposite each such date on the cover page hereof. If the Recipient’s Business Relationship with the Company is terminated by the Company or by the Recipient for any reason, whether voluntarily or involuntarily, no additional shares of Restricted Stock shall become vested under any circumstances with respect to the Recipient. Any determination under this Agreement as to Business Relationship status or other matters referred to above shall be made in good faith by the Committee or Board, whose decision shall be final and binding on all parties.
“Business Relationship” means service to the Company or its successor in the capacity of an employee, officer, director, consultant or advisor.
(b) Termination of Business Relationship. For purposes hereof, a Business Relationship shall not be considered as having terminated during any military leave, sick leave, or other leave of absence if approved in writing by the Company and if such written approval, or applicable law, contractually obligates the Company to continue the Business Relationship of the Recipient after the approved period of absence (an “Approved Leave of Absence”). In the event of an Approved Leave of Absence, vesting of shares of Restricted Stock shall be suspended (and all subsequent vesting dates shall be postponed by the length of the period of the Approved Leave of Absence) unless otherwise provided in the Company’s written approval of the leave of absence that specifically refers to this Agreement. A Business Relationship shall also include a consulting arrangement between the Recipient and the Company that immediately follows termination of employment, but only if so stated in a written consulting agreement executed by the Company that specifically refers to this Agreement.
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(c) Acceleration. The Committee or Board may at any time provide that all or any portion of the shares of Restricted Stock awarded pursuant to this Agreement shall become free of some or all restrictions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs.
(d) Notwithstanding the other sections of this Section 2, if there is a Change of Control (as defined herein), all remaining unvested shares of Restricted Stock shall be immediately vested upon the Change of Control. “Change in Control” shall mean a merger or consolidation in which securities constituting more than 50% of the total combined voting power of the Company's outstanding securities are transferred to a person or persons that do not own more than 50% of the combined voting power of the Company's securities immediately prior to such transaction, or the sale, transfer or other disposition of all or substantially all of the Company's assets to a non-affiliate of the Company.
3. Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, encumber or dispose of all or any of his or her shares of Restricted Stock.
4. Rights as a Stockholder. Upon receipt of a Restricted Stock award the Recipient shall have all rights as a stockholder of the Company as provided in Section 6(c) of the Plan.
5. Withholding Taxes. The Company may withhold any and all applicable taxes required to be by the Company, in connection with the issuance or vesting of the shares of Restricted Stock to the Recipient, as provided in the Plan.
Recipient further agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Section 5 and the Recipient hereby grants the Company an irrevocable power of attorney to sign such additional documents on the Recipient’s behalf if the Company is unable after reasonable efforts to obtain Recipient’s signature on such additional documents. This power of attorney is coupled with an interest and is irrevocable by the Recipient.
6. Provision of Documentation to Recipient. By signing the cover page of this Agreement, the Recipient acknowledges receipt of a copy of this entire Agreement, a copy of the Plan, and a copy of the Plan’s related prospectus.
7. Section 409A of the Internal Revenue Code. The shares of Restricted Stock granted hereunder are intended to avoid the potential adverse tax consequences to the Recipient of Section 409A of the Internal Revenue Code of 1986, as amended, and the Committee or Board may make such modifications to this Agreement as it deems necessary or advisable to avoid such adverse tax consequences.
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8. Miscellaneous.
(a) Notices. All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail, postage prepaid, return receipt requested, if to the Recipient, to the address set forth on the cover page hereof or at the address shown on the records of the Company, and if to the Company, to the Company’s principal executive offices, attention of the Corporate Secretary.
(b) Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement. This Agreement may be modified, amended or rescinded only by a written agreement executed by both parties’ signatories to this Agreement. In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control.
(c) Severability. The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision.
(d) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth herein.
(e) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of Nevada without giving effect to the principles of the conflicts of laws thereof.
(g) Construction. This Agreement is to be construed in accordance with the terms of the Plan. In case of any conflict between the Plan and this Agreement, the Plan shall control. The titles of the sections of this Agreement and of the Plan are included for convenience only and shall not be construed as modifying or affecting their provisions. The masculine gender shall include both sexes; the singular shall include the plural and the plural the singular unless the context otherwise requires. Capitalized terms not defined herein shall have the meanings given to them in the Plan.
(g) Data Privacy. By entering into this Agreement and except as otherwise provided in any data transfer agreement entered into by the Company, the Recipient: (i) authorizes the Company, and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company such information and data as the Company shall request in order to facilitate the issuance of Restricted Stock and the administration of the Plan; (ii) waives any data privacy rights he or she may have with respect to such information; and (iii) authorizes the Company to store and transmit such information in electronic form. For purposes of this Section 13(f), the term “Company” refers to the Company, its Subsidiaries and any other affiliate.
(h) No Obligation to Continue Business Relationship. Neither the Plan, nor this Agreement, nor any provision hereof imposes any obligation on the Company to continue a Business Relationship with the Recipient.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Soluna Holdings, Inc. 10-K 12/31/23 124:15M M2 Compliance LLC/FA 5/01/23 Soluna Holdings, Inc. 10-K/A 12/31/22 14:951K M2 Compliance LLC/FA 3/31/23 Soluna Holdings, Inc. 10-K 12/31/22 120:14M M2 Compliance LLC/FA 12/05/22 Soluna Holdings, Inc. 424B5 1:683K M2 Compliance LLC/FA 10/26/22 Soluna Holdings, Inc. 424B5 1:762K M2 Compliance LLC/FA 10/21/22 Soluna Holdings, Inc. 424B5 1:787K M2 Compliance LLC/FA 8/15/22 Soluna Holdings, Inc. 10-Q 6/30/22 85:7.7M Genesis Filings LLC/FA 6/09/22 Soluna Holdings, Inc. 424B5 1:824K Genesis Filings LLC/FA 5/16/22 Soluna Holdings, Inc. 10-Q 3/31/22 78:6.2M Genesis Filings LLC/FA 4/29/22 Soluna Holdings, Inc. 424B5 1:903K Genesis Filings LLC/FA 4/29/22 Soluna Holdings, Inc. 424B5 1:863K Genesis Filings LLC/FA |