[8-K] HELIUS MEDICAL TECHNOLOGIES, INC. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

Routine approvals enabling prior warrant exercises and larger equity plan.

Stockholders approved issuances upon exercise of previously issued Strategic Advisor Warrants and Cryptocurrency Pre‑Funded/Stapled Warrants, satisfying Nasdaq Listing Rule 5635(a). Such votes are typically procedural to permit potential share issuance under prior transactions.

The 2022 Equity Incentive Plan reserve rose by 4,000,000 shares, expanding capacity for future employee equity awards. Actual dilution depends on future exercises and grants, which are not specified here.

Quorum was achieved (21,742,341 represented). The director nominee passed comfortably. Subsequent activity will depend on holder decisions and company grant practices disclosed in future filings.

10/31/2025 - 09:24 AM

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2025

SOLANA COMPANY

(Exact name of registrant as specified in its charter)

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Delaware	001-38445	36-4787690
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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642 Newtown Yardley Road, Suite 100 Newtown, PA		18940
(Address of principal executive offices)		(Zip Code)

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Registrant’s telephone number, including area code: (215) 944-6100

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value	​	HSDT	​	The Nasdaq Stock Market LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07Submission of Matters to a Vote of Security Holders.

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At the special meeting of stockholders of Solana Company (formerly known as Helius Medical Technologies, Inc.) (the “Company”) held on October 30, 2025 (the “Special Meeting”), the Company’s stockholders: (i) elected one new director to the Company’s Board of Directors; (ii) approved, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”) upon the exercise of the Strategic Advisor Warrants issued to Pantera Capital Management LP and Summer Wisdom Holdings Limited; (iii) approved, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of the Common Stock upon the exercise of the Cryptocurrency Pre-Funded Warrants and Cryptocurrency Stapled Warrants issued in connection with our acceptance of Solana (SOL) cryptocurrency as consideration in our private placement offering; (iv) approved an amendment to the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 4,000,000 shares; and (v) approved the authorization of one or more adjournments to the Special Meeting to solicit additional proxies in the event there were insufficient votes to approve the foregoing proposals. The numbers reported below are based on 40,299,220 shares of Common Stock outstanding and entitled to vote as of September 26, 2025, the record date of the Special Meeting, and 21,742,341 shares of Common Stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum.

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Proposal 1: Election of the sole nominee, Cosmo Jiang, to the Company’s Board of Directors:

Votes For		Votes Withheld			Broker Non-Votes
21,737,666		4,675			0

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Proposal 2: Approval of, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of the Company’s Common Stock upon the exercise of the Strategic Advisor Warrants issued to Pantera Capital Management LP and Summer Wisdom Holdings Limited:

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Votes For		Votes Against		Abstain		Broker Non-Votes
21,577,950		152,144		12,247		0

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Proposal 3: Approval of, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of the Company’s Common Stock upon the exercise of the Cryptocurrency Pre-Funded Warrants and Cryptocurrency Stapled Warrants issued in connection with our acceptance of Solana (SOL) cryptocurrency as consideration in our private placement offering:

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Votes For		Votes Against		Abstain		Broker Non-Votes
20,135,405		151,931		1,455,005		0

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Proposal 4: Approval of an amendment to the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 4,000,000 shares:

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Votes For		Votes Against		Abstain		Broker Non-Votes
21,420,874		319,816		1,651		0

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Proposal 5: Approval to authorize one or more adjournments of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve the foregoing proposals described above:

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Votes For		Votes Against		Abstain		Broker Non-Votes
21,734,015		7,893		433		0

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	​	SOLANA COMPANY.
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Dated: October 31, 2025	​	By:	/s/ Jeffrey S. Mathiesen
​	​	​	Jeffrey S. Mathiesen
​	​	​	Chief Financial Officer, Treasurer and Secretary

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FAQ

What did Solana Company (HSDT) stockholders approve at the special meeting?

They elected Cosmo Jiang, approved warrant-related share issuances under Nasdaq Rule 5635(a), increased the 2022 Equity Plan by 4,000,000 shares, and authorized adjournments.

How many shares were outstanding and eligible to vote for HSDT?

Shares outstanding and entitled to vote were 40,299,220 as of September 26, 2025.

What was the quorum at Solana Company’s special meeting?

A quorum of 21,742,341 shares was represented in person or by proxy.

What were the vote results for the Strategic Advisor Warrants proposal?

For 21,577,950; Against 152,144; Abstain 12,247.

What were the vote results for the cryptocurrency-related warrants proposal?

For 20,135,405; Against 151,931; Abstain 1,455,005.

By how many shares was the 2022 Equity Incentive Plan increased?

It was increased by 4,000,000 shares (For 21,420,874; Against 319,816; Abstain 1,651).

Who was elected to Solana Company’s board?

Cosmo Jiang was elected (For 21,737,666; Withheld 4,675).