Solana Company (NASDAQ: HSDT) prices $8M direct stock sale with put options
Rhea-AI Filing Summary
Solana Company entered into securities purchase agreements for a registered direct offering of 3,076,922 shares of Class A common stock at $2.60 per share, generating expected gross proceeds of about $8 million and net proceeds of about $7.9 million.
The company plans to use the cash to accumulate SOL tokens, fund working capital, support general corporate purposes, business expansion and other strategic initiatives. In connection with the deal, Solana Company granted purchasers put options allowing them, upon specified future events, to require the company to repurchase their shares at the original purchase price plus an internal rate of return of 7.0% per annum.
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Insights
Solana raises equity capital with investor put protections attached.
Solana Company is raising new equity through a registered direct offering of 3,076,922 shares at $2.60 per share, for expected net proceeds of about $7.9M. The funds are earmarked for accumulating SOL, working capital, and broader corporate initiatives.
A distinctive feature is the put option structure granting investors the right, upon specified triggers, to sell shares back to the company at the purchase price plus a 7.0% internal rate of return. Triggers include timing milestones such as the 12‑ and 18‑month anniversaries of closing, leverage metrics tied to net debt to total capitalization, and certain trading disruptions or delisting notices.
This combination of immediate equity capital with contingent repurchase obligations means the long‑term effect depends on future events like leverage levels and trading status. Subsequent company reports describing leverage ratios or any exercise of these put options will provide additional clarity on how this structure evolves.
8-K Event Classification
Key Figures
Key Terms
Registered Direct Offering financial
Put Option Agreement financial
internal rate of return financial
shelf registration statement regulatory
digital asset treasury financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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| Item 3.02 | Unregistered Sales of Equity Securities. |
Reference is made to the disclosure under Item 8.01 below which is hereby incorporated in this Item 3.02 by reference.
The Put Options (as defined below) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.
| Item 7.01 | Regulation FD Disclosure. |
On April 27, 2026 the Company issued a press release announcing the terms of the Registered Direct Offering (as defined below), a copy of which is furnished as Exhibit 99.1 hereto.
The information set forth in this Item 7.01 and contained in the press release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.
| Item 8.01 | Other Events. |
Registered Direct Offering
On April 27, 2026, Solana Company (the “Company”) entered into securities purchase agreements (collectively, the “RDO Purchase Agreements”) with the purchasers named therein (the “Purchasers”), pursuant to which (i) the Company issued and sold to the Purchasers, in a registered direct offering (the “Registered Direct Offering”), 3,076,922 shares (the “Shares”) of the Company’s Class A common stock, $0.001 par value per share (the “Common Stock”). The offering price of each Share was $2.60 per share (the “Offering Price”). The net proceeds to the Company from the Registered Direct Offering are expected to be approximately $7.9 million.
The Company currently plans to use the net proceeds from the Registered Direct Offering for accumulating SOL, working capital and general corporate purposes, business expansion and other strategic initiatives.
The RDO Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the RDO Purchase Agreements were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The Registered Direct Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-290429), as amended, that became effective on April 8, 2026, and a related base prospectus and prospectus supplement (the “Prospectus Supplement”) thereunder.
The foregoing description of the RDO Purchase Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of RDO Purchase Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated by reference herein.
Put Option Agreement
In connection with the Registered Direct Offering, the Company entered into put option agreements (collectively, the “Put Option Agreements”) with the Purchasers pursuant to which the Company granted each Purchaser the right to require the Company to repurchase all or a portion of the shares of Common Stock it purchased in the Registered Direct Offering at a price per share equal to the Offering Price plus an amount that would result in an internal rate of return of 7.0% per annum (collectively, the “Put Options”). The Put Options may be exercised in connection with the occurrence of certain qualifying events, including the 12-month and 18-month anniversaries of the closing of the Registered Direct Offering, a failure of the Company’s net debt to total capitalization ratio to remain at or below 30%, or a suspension or halt of trading in the Common Stock on the applicable trading market exceeding a specified number of consecutive trading days or the issuance of a delisting notice.
The foregoing description of the terms and conditions of the Put Options does not purport to be complete and is qualified in its entirety by the full text of the form of Put Option Agreement, a copy of which is attached hereto as Exhibit 4.2, and incorporated by reference herein.
In connection with the filing of the prospectus supplement for the Registered Direct Offering, the Company is filing a legal opinion of its counsel, Cooley LLP, regarding the validity of the Shares being issued in the Registered Direct Offering, a copy of which is attached as Exhibit 5.1 to this Current Report.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 4.1 | Form of Securities Purchase Agreement, by and among Solana Company and the Purchasers, dated April 27, 2026. | |
| 4.2 | Form of Put Option Agreement, by and among Solana Company and the Purchasers, dated April 27, 2026. | |
| 5.1 | Opinion of Cooley LLP. | |
| 23.1 | Consent of Cooley LLP (Included in Exhibit 5.1). | |
| 99.1 | Press Release of Solana Company dated April 27, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements relating to the Company’s expectations regarding the the proceeds that the Company expects to receive from the Registered Direct Offering and the intended use of proceeds from the Registered Direct Offering. Forward-looking statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements speak only as of the date they are made and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to update any forward-looking statement.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on estimates and assumptions that are subject to change or revision. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties. Actual events or results may differ materially from those projected in any of such statements due to various factors, including, without limitation, market conditions as well as risks and uncertainties inherent in the Company’s business. For a discussion of these and other factors, please refer to the risk factors included in the Company’s Annual Report on Form 10-K, and the Company’s Quarterly Reports on Form 10-Q and other periodic reports filed from time to time with the SEC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOLANA COMPANY. | ||
| Dated: April 27, 2026 | By: | /s/ Jeffrey S. Mathiesen |
| Jeffrey S. Mathiesen | ||
Chief Financial Officer, Treasurer and Secretary | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
SOLANA COMPANY - HSDT
Solana Company (NASDAQ: HSDT) Announces Registered Direct Offering of Common Stock to Global Institutional Investor
Newtown, PA, April 27, 2026 – Solana Company (NASDAQ: HSDT) (“HSDT” or the “Company”), a publicly listed company that has expanded its business to include a digital asset treasury dedicated to acquiring and holding Solana tokens (“SOL”), today announced that it has entered into a definitive agreement providing for the purchase and sale of an aggregate of 3,076,922 shares of Class A common stock at a purchase price of $2.60 per share.
In addition, the Company entered into a put option agreement with the purchasers, pursuant to which the Company grants the purchasers the right, upon the occurrence of specified future events, to require the Company to repurchase all or a portion of the shares of Class A common stock it purchased in the registered direct offering at a price per share equal to the purchase price plus an amount that would result in an internal rate of return of 7.0% per annum.
The offering was led by global institutional investor Mirae Asset with participation by Hashkey Capital. The aggregate proceeds to the Company from the offering are expected to be approximately $8 million. The aggregate net proceeds to the Company from the offering are expected to be approximately $7.9 million. The Company intends to use the net proceeds from the offering for accumulating SOL, working capital and general corporate purposes, business expansion and other strategic initiatives.
The Class A common stock 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 642 Newtown Yardley Road, Suite 100, Newtown, Pennsylvania, by phone at (215) 944-6100 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 listed digital asset treasury dedicated to acquiring SOL, created in partnership with Pantera and Summer Capital. Focused on maximizing SOL per share by leveraging capital markets opportunities and on-chain activity, Solana Company offers public market investors optimal exposure to Solana’s secular growth. https://www.solanacompany.co/
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, statements relating to the consummation of the offering and the satisfaction of customary closing conditions related to the offering; and the expected gross proceeds and anticipated closing date of the offering and the use of proceeds therefrom.
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, 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 effects from supply chain constraints, including risks related to manufacturing delays, 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 in other subsequent filings with the Securities and Exchange Commission. 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 Contacts:
Solana Company
ir@solanacompany.co