Solana Company 8-K Filings

Solana Company amended and restated its at-the-market stock sales agreement with Clear Street LLC and Maxim Group LLC, increasing the maximum aggregate offering price of Class A common shares in the program from $92.8 million to $250 million. The company uses a shelf registration on Form S-3 and a new prospectus supplement to support these sales. As of May 29, 2026, it has previously sold shares for aggregate gross proceeds of $24,657,697.51 under the prior agreement and prospectus supplement, which will no longer be used. Sales, if any, will be made from time to time at the company’s discretion, with the agents earning up to 3.00% of gross proceeds and receiving reimbursement of certain legal expenses.

Solana Company reported results from its annual stockholder meeting held on May 21, 2026. Stockholders elected four directors, each to serve a one-year term ending at the 2027 annual meeting, with votes for individual nominees ranging from 13,334,028 to 13,523,716 and broker non-votes of 15,063,041 for each.

Stockholders also ratified the appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 28,738,836 votes for, 47,612 against and 67,199 abstentions, plus 15,063,041 broker non-votes. In addition, two more directors were elected for one-year terms, and the audit committee was reconstituted to include Blane Walter (Chair), Edward M. Straw and Michel Lee.

Solana Company reported first quarter 2026 results showing rapidly growing revenue but a large loss driven by digital asset mark-to-market effects. Revenue rose to $3.6 million, up from $49,000 a year earlier, mainly from $3.4 million in staking rewards.

Gross profit was $3.4 million, but total operating expenses surged to $103.1 million, including $89.2 million of unrealized loss on digital assets and digital assets receivable, $7.0 million of realized loss on digital assets, and $1.7 million of unrealized loss on a digital assets fund investment.

This led to a net loss of $99.8 million, or $1.30 per share, compared with a $3.8 million loss in the prior-year quarter. As of March 31, 2026, cash and cash equivalents were $4.4 million and digital assets and related exposure at fair value totaled $193.8 million.

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.

Solana Company reported upcoming changes to its Board of Directors. Sherrie Perkins and Paul Buckman told the company they will not stand for re-election when their current terms end at the 2026 Annual Meeting of Stockholders on May 21, 2026. The company states their decisions are not due to any disagreement over operations, policies, practices, strategy, management, or the Board.

On April 23, 2026, the Board increased its size from seven to nine members and appointed Michel Lee and Sergio Mello to fill the new seats, effective immediately. Both will receive cash and equity compensation under the existing non-employee director compensation policy and will be covered by the company’s standard indemnification agreement for directors and officers.

Solana Company announced that Antonella Favit‑Van Pelt, MD, PhD, has mutually agreed with the company to resign as Chief Medical Officer, effective April 8, 2026. The parties entered into a Separation Agreement effective the same date.

Under this agreement, Dr. Favit‑Van Pelt will receive a lump‑sum separation payment of $875,000, less applicable withholdings, to be paid within ten business days after the effective date. In return, she waives and releases employment‑related claims and must continue to honor confidentiality and invention assignment obligations from her employment agreement.

Solana Company appointed Agustina “Madelene” Gani Tjandrasuwita as Chief Operating Officer and Deputy Chief Financial Officer, effective April 6, 2026. She brings more than 25 years of global finance experience across crypto, fintech, and public companies, including senior roles at Hedera Hashgraph, Aptos Labs, Gemini, and JUUL Labs.

Under an Offer Letter dated March 13, 2026, she will receive a $350,000 annual base salary, be eligible for an annual target bonus equal to 40% of base salary, and additional equity incentives with a combined target value of $300,000 to $500,000. After three months, subject to board approval, she is also eligible for a one-time stock option grant with a grant date fair value of $75,000, vesting over four years.

Solana Company, formerly Helius Medical Technologies, reported a major shift in scale and business mix for 2025 as it executed its digital asset treasury strategy focused on Solana (SOL).

Fourth-quarter 2025 revenue was $5.2 million, up from $0.2 million a year earlier, driven by $5.1 million in staking rewards. However, total operating expenses surged to $206.1 million, including large non-cash losses tied to digital assets, producing a $201.1 million operating loss. A $526.3 million gain from the change in fair value of derivative liability lifted quarterly net income to $325.6 million, or $4.25 per share, versus a $3.9 million loss previously.

For full year 2025, revenue reached $6.0 million versus $0.5 million in 2024, but operating expenses climbed to $249.4 million, driven by an $208.9 million unrealized loss on digital assets and receivables, $12.1 million realized digital asset loss and a $2.1 million unrealized loss on a digital asset fund investment. The company recorded non-operating income of $203.0 million, mainly from eliminating a derivative liability, partly offset by $195.2 million in financing costs, resulting in a $40.9 million net loss for 2025, or $1.85 per share.

As of December 31, 2025, Solana Company held $7.3 million in cash and $293.7 million in digital assets at fair value, for total assets of $303.9 million and stockholders’ equity of $300.9 million, compared with $3.5 million in total assets and $1.1 million in equity a year earlier. Common shares outstanding were 43.7 million at year end and 55.0 million as of March 27, 2026, with additional in-the-money warrants outstanding in both periods.

Solana Company, formerly known as Helius Medical Technologies, Inc., reported its current capital structure. As of February 20, 2026, the Company has 52,802,604 shares of common stock issued and outstanding. In addition, it has pre-funded warrants outstanding that are exercisable for 23,930,181 shares of common stock.

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 (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 Company (HSDT) reported the results of its October 30, 2025 special meeting. Stockholders elected 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.

Solana Company furnished a press release under Item 7.01 (Regulation FD) on October 20, 2025. The release is attached as Exhibit 99.1 and incorporated by reference in this report.

The Item 7.01 information, including Exhibit 99.1, is furnished and not filed, is not subject to Section 18 of the Exchange Act, and will not be incorporated into Securities Act or Exchange Act filings except by specific reference. Solana Company was formerly known as Helius Medical Technologies, Inc., and its Class A Common Stock trades on Nasdaq under HSDT.

Solana Company reported a change in its independent auditor. On October 15, 2025, Baker Tilly US, LLP resigned as the Company’s independent registered public accounting firm, and the Audit Committee approved the appointment of CBIZ CPAs P.C. as auditor for the fiscal year ending December 31, 2025.

Baker Tilly’s audit reports for 2024 and 2023 had an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. The Company states there were no disagreements and no reportable events with Baker Tilly through October 15, 2025. A confirming letter from Baker Tilly is filed as Exhibit 16.1.

Helius Medical Technologies, Inc. filed an Form 8-K reporting corporate governance document updates effective September 29, 2025. The filing lists a Certificate of Amendment to the Certificate of Incorporation filed with Delaware on September 26, 2025 and effective September 29, 2025, a Third Amended and Restated Bylaws effective September 29, 2025, and a press release issued on September 29, 2025. The filing is signed by Jeffrey S. Mathiesen and includes an Inline XBRL cover page file.

Helius Medical Technologies reported new executive compensation arrangements and a key regulatory step for its neuromodulation device. The company entered into side letter agreements with President and CEO Dane C. Andreeff and CFO Jeffrey S. Mathiesen, granting one-time discretionary cash bonuses of $890,000 and $610,000, respectively. These cash bonuses will be offset dollar-for-dollar against any future severance, bonus, equity, retirement or other benefits the executives might otherwise receive under company plans or their employment agreements.

In return, both executives agreed that offerings completed on September 18, 2025 do not count as a change in control or trigger a good reason event under their employment agreements. Separately, Helius announced it has filed a U.S. FDA 510(k) submission seeking to expand the label for its Portable Neuromodulation Stimulator device to include gait and balance deficit in patients with chronic stroke symptoms, using data from its Stroke Registrational Program under its existing Breakthrough Device Designation.

Helius Medical Technologies, Inc. filed a current report to furnish information under Regulation FD. The company stated that on September 22, 2025 it issued a press release and attached this release as Exhibit 99.1 to the report. The filing does not describe the contents of the press release, instead directing readers to the attached exhibit for details.

Helius Medical Technologies detailed large private placements of stock and warrants that raised approximately $508.7 million in gross proceeds. The company sold 37,825,277 common shares, pre-funded warrants for 36,115,912 shares, and stapled warrants for 73,941,189 shares to accredited investors in cash and cryptocurrency offerings.

Helius plans to use the net proceeds mainly to acquire SOL, the native cryptocurrency of the Solana blockchain, and to build a Solana-based treasury operation, alongside general corporate purposes. Exercise of the cryptocurrency and advisor warrants, as well as vesting of certain RSUs, depends on stockholder approvals.

The filing also describes a new Master Loan Agreement for potential short-term SOL purchases, appointment of Joseph Chee as Executive Chairman with equity-based compensation tied to the offerings, amended indemnification agreements for directors and officers, and an increase in authorized common shares to 800,000,000 via a certificate of amendment.

Helius Medical Technologies entered a new sales agreement with Clear Street and Maxim Group that allows it to sell Class A common stock from time to time in an at-the-market offering with an aggregate sales price of up to $92.8 million under its existing shelf registration.

The agents will receive up to 3% of gross proceeds as commission, and the company agreed to reimburse up to $75,000 of certain legal expenses. Separately, stockholders approved increasing authorized common shares to 800,000,000, and the company plans to amend its certificate of incorporation to reflect this higher authorization.

Helius Medical Technologies entered into private placement agreements to sell Cash Securities and Cryptocurrency Securities consisting of shares, pre-funded warrants and stapled warrants priced at $6.881 per share (pre-funded warrants priced at $6.880) with stapled warrants exercisable at $10.134. Cryptocurrency purchasers will pay with Unlocked or Locked SOL tokens; cash purchasers may use USD, USDC or USDT. Cryptocurrency warrants require stockholder approval before issuance for certain shares and the company will call a special meeting as soon as practicable. Pantera and Summer were engaged as strategic advisors and Pantera will also manage the company’s digital assets under a 10-year trading advisory with tiered AUM fees (1.0% to 0.5%). Advisor and PIPE lock-up periods apply and advisor warrants equal to 10% (7% Pantera, 3% Summer) of the Cash and pre-funded warrant shares were issued, with additional performance-based warrants tied to stapled warrant exercises. Summer is controlled by Joseph Chee, who is expected to be named Executive Chairman following closing.

Helius Medical Technologies, Inc. (NASDAQ: HSDT) filed an 8-K (Item 8.01) announcing an updated Prospectus Supplement that refreshes its June 2023 at-the-market (ATM) Sales Agreement with Roth Capital Partners. The supplement permits the Company to sell up to US$25 million of registered Class A common stock on Nasdaq or other permitted venues.
• Shares will be issued under the existing S-3 Registration Statement (File No. 333-270433) and qualify as Rule 415(a)(4) “at-the-market offerings.”
• Sales may occur at prevailing or negotiated market prices.
• Use of proceeds: working capital and general corporate purposes, including commercialization and R&D.
• Honigman LLP provided the accompanying legal opinion (Exhibit 5.1) with related consent (Exhibit 23.1).

• The filing does not state how many shares have been sold to date or provide financial metrics.
• No changes to the underlying Sales Agreement terms were disclosed; the update primarily refreshes the prospectus amount.

This 8-K does not constitute an offer to sell securities; it merely notifies investors of the updated prospectus that enables future capital raises via the established ATM facility.

Helius Medical Technologies (Nasdaq: HSDT) filed an 8-K disclosing a 1-for-50 reverse stock split approved by shareholders and the board to regain compliance with Nasdaq’s minimum-bid requirement.

The split becomes effective at 5:00 p.m. ET on June 30 2025; trading will begin on a split-adjusted basis on July 1 2025. Outstanding shares will fall from roughly 33.8 million to 0.7 million, while authorized shares remain 150 million and par value stays $0.001.

• Fractional shares: rounded down for cash or rounded up to a whole share.
• Equity awards and warrants will be proportionally adjusted.
• New CUSIP: 42328V 876; transfer agent: Equiniti Trust.

The action, reported under Items 3.03 and 5.03, materially modifies holder rights and aims to avert a potential Nasdaq delisting.

Helius Medical Technologies, Inc. (Nasdaq: HSDT) filed a Form 8-K on June 23, 2025 to update investors on its Nasdaq listing status.

• Background: On March 31, 2025 Nasdaq Staff notified Helius that its stockholders’ equity had fallen below the required US$2.5 million, triggering a potential delisting under Listing Rule 5550(b)(1). After a subsequent hearing, Nasdaq granted the Company an extension until June 30, 2025 to regain compliance.

• Capital raise: Helius completed a public offering on June 6, 2025, generating net proceeds of approximately US$8.1 million.

• Current status: The Company has furnished an unaudited interim consolidated balance sheet dated June 17, 2025 that gives effect to the offering. Management states that the pro-forma balance sheet shows stockholders’ equity of at least US$2.5 million, which it believes restores compliance with the Nasdaq Stockholders’ Equity Requirement.

• Next steps: Helius is awaiting formal confirmation from Nasdaq that all continued-listing criteria— including the equity threshold—have been satisfied.

No earnings figures, segment data, or other financial statements were provided beyond the balance-sheet reference.

Helius Medical Technologies (NASDAQ: HSDT) has reported a significant amendment to its 2022 Equity Incentive Plan following stockholder approval at a special meeting held on May 23, 2025. The amendment, initially adopted by the Board on April 22, 2025, has resulted in a substantial increase in the company's equity compensation pool.

Key developments:

• The Plan's share pool increased to 7.1 million shares on June 16, 2025
• The increase represents 20% of Fully Diluted Shares following the company's first registered offering after May 15, 2025
• The amendment was triggered by the completion of a Public Offering

This expansion of the equity incentive plan suggests Helius Medical Technologies is strengthening its ability to attract and retain talent through equity-based compensation. The significant increase in available shares indicates the company's commitment to aligning employee interests with shareholder value.