Solana Company SEC Filings

Solana Company, formerly known as Helius Medical Technologies, Inc., reported that it issued a press release announcing its financial results for the quarter ended September 30, 2025. The release also includes a business update and details for a conference call to discuss these results and recent corporate highlights. This information is provided as Exhibit 99.1 and is furnished, not filed, under the securities laws, meaning it is not automatically incorporated into other SEC filings unless specifically referenced.

Solana Company is registering 155,646,217 shares of common stock for resale by existing investors under a post-effective amendment to its automatic shelf registration. This total includes 38,049,663 already-issued PIPE Shares, 36,261,239 shares underlying pre-funded warrants and 81,335,315 shares underlying other warrants, plus 369,720 additional shares now being registered. All shares may be sold from time to time by the selling stockholders, using various methods such as market sales, block trades or private transactions, and the company will not receive any proceeds from these resales.

The filing describes previously completed PIPE private placements that raised approximately $500 million, with investors paying in cash, stablecoins and Solana tokens, and notes an at-the-market program that permits the company to sell up to $92.8 million of new shares in the future. Solana Company is repositioning around a Solana-centric digital asset treasury strategy while continuing its neurotechnology business built around the PoNS medical device. The risk section highlights potential significant stock price volatility and dilution from future equity issuances, including sales under the ATM program and resales by large selling stockholders.

Solana Company has filed a prospectus supplement to update the list of selling stockholders for an existing resale registration. The registration covers up to 37,679,950 shares of Class A common stock issued in PIPE offerings, 36,261,239 shares of common stock underlying pre-funded warrants with a per share exercise price of $0.001, 73,941,189 shares of common stock underlying stapled warrants with an exercise price of $10.134 per share, and 7,394,119 shares of common stock underlying advisor warrants with a per share exercise price of $0.001. The supplement replaces prior information for certain holders and confirms their beneficial ownership positions. Shares outstanding were 158,071,453 as of November 13, 2025; this is a baseline figure, not the amount being offered.

Solana Company filed a Form 12b-25 (NT 10-Q), stating it cannot file its Q3 2025 Form 10-Q without unreasonable effort or expense. The company plans to file on or before the fifth calendar day following the prescribed due date.

The delay follows the resignation of Baker Tilly US, LLP as independent auditor effective October 15, 2025, and the appointment of CBIZ CPAs P.C. the same day. The company also anticipates significant changes in results for the quarter tied to its PIPE Offerings and adoption of a Solana‑centric Digital Asset Treasury, but it cannot currently quantify the impact.

Solana Company (HSDT) authorized a stock repurchase program of up to $100 million of its Class A common stock. Repurchases may occur in the open market, privately negotiated transactions, block trades, accelerated share repurchases, Rule 10b5-1 trading plans, tender offers, or combinations thereof, and can be conducted in Rule 10b-18 compliant transactions. The company has no obligation to repurchase any shares and may modify, suspend, or discontinue the plan at any time.

At a special meeting on October 30, 2025, shareholders approved the election of Cosmo Jiang to the Board, and he joined the Board immediately after the meeting. On the same day, Jeffrey S. Mathiesen resigned from the Board; his resignation was not due to any disagreement and coincided with Jiang’s election. Separately, Solana Company (Hong Kong) Limited entered into an Employment Agreement with Joseph Chee effective October 30, 2025.

Solana Company (HSDT) furnished a Form 8-K under Item 7.01 to share investor materials. On November 3, 2025, the company posted an Investor Update to its website and issued a press release. These materials are attached as Exhibit 99.1 (Corporate Presentation, dated November 2025) and Exhibit 99.2 (Press Release, dated November 3, 2025) and are incorporated by reference in the 8-K.

The company states the information is furnished pursuant to Regulation FD and not deemed “filed” for purposes of Section 18 of the Exchange Act. Solana Company, formerly Helius Medical Technologies, Inc., lists its Class A Common Stock under the ticker HSDT on The Nasdaq Stock Market LLC.

Solana Co (HSDT) reported a new director appointment disclosure. Director Cosmo Jiang filed a Form 3, the initial statement of beneficial ownership, with an event date of 10/30/2025. The filing indicates no securities are beneficially owned by the reporting person at this time. It is a single‑filer submission and reflects the director relationship only, without listing any non-derivative or derivative holdings.

Solana Company (HSDT)Cosmo Jiang to the board and approved share issuances tied to previously issued warrants under Nasdaq Listing Rule 5635(a). They also increased the share pool under the 2022 Equity Incentive Plan by 4,000,000 shares and authorized potential adjournments.

• Quorum: 21,742,341 shares represented; 40,299,220 shares outstanding and entitled to vote as of September 26, 2025.
• Director: For 21,737,666; Withheld 4,675.
• Strategic Advisor Warrants (Pantera Capital Management LP; Summer Wisdom Holdings Limited): For 21,577,950; Against 152,144; Abstain 12,247.
• Cryptocurrency Pre‑Funded & Stapled Warrants (SOL consideration): For 20,135,405; Against 151,931; Abstain 1,455,005.
• 2022 Equity Plan increase (4,000,000 shares): For 21,420,874; Against 319,816; Abstain 1,651.
• Adjournment authority: For 21,734,015; Against 7,893; Abstain 433.

Solana Company filed an 8-K under Regulation FD to note a correction to its October 29, 2025 press release. The company clarified that, in the first sentence of the third paragraph, the amount of “SOL” held by the company as of October 29, 2025 had increased by roughly 0.1 million since its last update on October 6, 2025, not 1 million.

The corrected press release is furnished as Exhibit 99.1. The information in this report, including Exhibit 99.1, is furnished under Item 7.01, is not deemed “filed” for Section 18 liability, and is not incorporated by reference into other filings except as expressly stated.