Solana Company (NASDAQ: HSDT) Announces Pricing of $15 Million Registered Direct Offering with a Global Institutional Investor

The purchased shares were priced at a stated 5% premium to net asset value per share, with accompanying warrants.

Rhea-AI Summary

Solana Company (NASDAQ: HSDT) entered a securities purchase agreement with one institutional investor for an approximately $15 million registered direct offering. The offering comprises 4,369,356 Class A shares at $3.433 each and accompanying warrants to purchase up to 4,369,356 Class A shares at $3.776 each. Expected gross proceeds exclude placement agent fees and other offering expenses.

The company intends to support growth in Solana per share through opportunistic stock buybacks under its authorized program and Solana purchases when it considers them attractive to shareholders. Closing is expected on or about October 1, 2026, subject to customary closing conditions. Clear Street served as exclusive placement agent.

5 points · 0 major

MixediHow this balance works

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Offering is expected to raise approximately $15 million in gross proceeds from one institutional investor. 8.7% of market cap
• Minor pointPurchased shares were priced at a 5% premium to net asset value per share.
• Minor pointCommon warrants have an exercise price set at a 10% premium to net asset value per share.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds use includes opportunistic stock buybacks under the authorized program to support Solana-per-share growth.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned Solana purchases would grow the treasury when the company considers them attractive to shareholders.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Issuance of 4,369,356 Class A shares at $3.433 each dilutes existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Accompanying warrants for up to 4,369,356 Class A shares at $3.776 each create potential additional dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent fees and other offering expenses will reduce proceeds available to the company.

News Explained

Solana has agreed to sell 4,369,356 Class A shares, with closing expected around October 1 subject to customary conditions, while exercise of the accompanying warrants could result in up to 4,369,356 additional shares being issued, increasing the share count and reducing existing holders’ ownership percentages absent offsetting changes.

Argus 15 min delay 7 alerts

-4.90% vs previous close $2.72 last price 4.2x rel. volume Open Argus

Details

Market move: HSDT -4.90% vs previous close. $15 million public offering

+7.2% Peak Tracked

-14.3% Trough Tracked

$2.33 – $3.26 Day Range

$164.45M Market Cap

On Sep 30, the day this news came out, the latest delayed price for HSDT is 4.90% below the previous close. Argus tracked a peak move of +7.2% during the session. Argus tracked a trough of -14.3% from its starting point during tracking. Our momentum scanner has recorded 7 alerts for this stock so far that day. The latest delayed price is $2.72. Relative volume is very high at 4.2x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Shares offered: 4,369,356 shares Purchase price: $3.433 per share Warrant shares: Up to 4,369,356 shares +5 more

Shares offered

4,369,356 shares

Class A common stock

Purchase price

$3.433 per share

Purchased shares

Warrant shares

Up to 4,369,356 shares

Class A common stock underlying common warrants

Warrant exercise price

$3.776 per share

Common warrants

Share price premium to NAV

5%

Purchased shares priced at a premium to NAV per share

Warrant exercise price premium to NAV

10%

Common warrant exercise price set at a premium to NAV per share

Expected gross proceeds

$15 million

Before placement agent fees and other offering expenses

Expected closing

October 1, 2026

Subject to customary closing conditions

Previous Crypto,offering Reports

1 past event · Latest: Apr 27

Same Type 1 event

1. Apr 27

   Registered direct offering

   24h Move

   -1.9%

   Earlier direct offering sold 3,076,922 shares at $2.60 and included a 7.0% annual IRR put option.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, common warrants, net asset value, shelf registration statement, +1 more

5 terms

registered direct offering financial

"registered direct offering with a global institutional investor"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

common warrants financial

"at an exercise price of $3.776 per share (the “Common Warrants”)"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

net asset value financial

"priced at a 5% premium to Net Asset Value (“NAV”) per share"

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

View in glossary

shelf registration statement regulatory

"pursuant to a “shelf” registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"A final prospectus supplement and the accompanying base prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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PHILADELPHIA, Sept. 30, 2026 (GLOBE NEWSWIRE) -- Solana Company (NASDAQ: HSDT) (the “Company” or “HSDT”), a publicly listed digital asset treasury, infrastructure, and services company providing institutional access to the Solana ecosystem, today announced that it has entered into a securities purchase agreement with a single institutional investor. The agreement provides for the purchase and sale of an aggregate of 4,369,356 shares of Class A common stock at a purchase price of $3.433 per share (the “Purchased Shares”) with accompanying warrants to purchase up to 4,369,356 shares of Class A common stock at an exercise price of $3.776 per share (the “Common Warrants”). The Purchased shares were priced at a 5% premium to Net Asset Value (“NAV”) per share and the Common Warrants exercise price was set at a 10% premium to NAV per share. As of September 24, 2026, the Company and its subsidiaries collectively held 2.3 million SOL and $2.3 million of cash and stablecoin holdings, for a total NAV of $278 million based on a SOL price of $119.

The gross proceeds to the Company from the offering are expected to be approximately $15 million, before deducting placement agent’s fees and other offering expenses. The Company intends to use the expected proceeds from the offering to support growth in Solana per share, which includes opportunistically buying back stock based on the Company’s authorized stock buyback program and, to the extent the Company determines it is attractive to shareholders, acquiring Solana to grow the treasury, along with working capital and general corporate purposes, business expansion and other strategic initiatives.

Clear Street served as exclusive placement agent on the offering. The offering is expected to close on or about October 1, 2026, subject to satisfaction of customary closing conditions.

The Class A common stock and warrants being offered in the registered direct offering described above are being offered and sold by the Company in a registered direct offering pursuant to a “shelf” registration statement on Form S-3 (File No. 333-290429), as amended, that became effective on April 8, 2026. The offering of the securities in the registered direct offering is being made only by means of a base prospectus and prospectus supplement that forms a part of the effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus, when available, may also be obtained, when available, from the Company at 1650 Market Street, Suite 3600, PMB 17139084, Philadelphia, Pennsylvania, by phone at (267) 207-2717 or e-mail at ir@solanacompany.co.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Solana Company

Solana Company (Nasdaq: HSDT) is a publicly listed digital asset treasury and infrastructure company purpose-built to maximize SOL per share. The company combines active treasury management, institutional-grade staking and validator operations with bespoke advisory services for financial institutions navigating blockchain adoption. Solana Company executes a self-reinforcing flywheel designed to compound value with every turn. The Company's mission is to put more SOL behind every share, bridging public capital markets with the most commercially viable blockchain for institutions and financial applications. Visit https://www.solanacompany.co/ for more information.

Forward Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of the U.S. federal securities laws. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those expressed or implied by such statements. Forward-looking statements may include, among others, expected gross proceeds and closing date of the offering, statements in relation to the expected benefits and implementation of the Company’s digital asset treasury strategy, the build-out of the Company’s validator infrastructure and advisory businesses, the expected timing and amount of validator rewards, the conversion of the Company’s advisory and third-party staking pipelines, the expected benefits of the Company’s strategic partnerships and collaborations, and the Company’s future growth and operational progress.

These forward-looking statements are based on current expectations, estimates, assumptions, and projections, and involve known and unknown risks, uncertainties, and other factors, many of which are beyond the Company’s control, that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Important factors that may affect actual results include, among others, capital requirements to achieve the Company’s business objectives; expected benefits and implementation of the Company’s digital asset treasury strategy, validator infrastructure and advisory business, strategic partnerships and collaborations, expected staking, yield and broader opportunities across the Solana ecosystem; the Company’s expected token treasury growth; the impact on the Company of global macroeconomic conditions including risks related to logistics challenges, labor shortages, disruptions in the banking system and financial markets; high levels of inflation and high interest rates on the Company’s ability to operate its business and access capital markets; the success of the Company’s business plan; the Company’s operating costs and use of cash; the Company’s ability to achieve significant revenues; and other risks and uncertainties described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. These filings are available at www.sec.gov. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Media Contact
M Group Strategic Communications (on behalf of Solana Company)
solanaco@mgroupsc.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the share price and warrant terms of Solana Company's $15 million offering?

The offering includes 4,369,356 Class A shares at $3.433 per share, accompanied by warrants to purchase up to 4,369,356 Class A shares at an exercise price of $3.776 per share. Gross proceeds are expected to be approximately $15 million before placement agent fees and other offering expenses.

When is Solana Company's registered direct offering expected to close?

The offering is expected to close on or about October 1, 2026, subject to satisfaction of customary closing conditions.

What holdings underpin Solana Company's disclosed net asset value?

As of September 24, 2026, Solana Company and its subsidiaries collectively held 2.3 million SOL and $2.3 million in cash and stablecoins. Total net asset value was $278 million, based on a SOL price of $119.