Solana Co (HSDT) SEC Filings, Aug-Sep 2025

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 completed a $500 million PIPE on September 18, 2025 and launched a Solana-centric digital asset treasury strategy to acquire SOL via open-market purchases and build Solana treasury operations. The PIPE included cash and cryptocurrency purchasers buying combinations of common shares, pre-funded warrants and stapled warrants; exercise of the cryptocurrency-related warrants is conditioned on stockholder approval. The company’s PoNS® portable neuromodulation device is cleared in the U.S. for short-term treatment of gait deficit due to mild-to-moderate MS, authorized in Canada for three indications and is Class IIa in Australia. Common stock trades on Nasdaq under HSDT (last reported price $23.17 on September 18, 2025) and there were 39,382,328 shares outstanding as of September 18, 2025.

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 filed a prospectus supplement for an at-the-market equity program to sell up to $92.8 million of Class A common stock and disclosed a contemporaneous PIPE (cash and cryptocurrency) and advisory agreements dated September 15, 2025. The company reported a last Nasdaq sale price of $7.56 per share and expects the PIPE to close on or about September 18, 2025, subject to customary conditions and stockholder approvals for certain warrants.

Management intends to use net proceeds primarily to acquire SOL (Solana) tokens and to support a Solana-centric digital asset treasury, with Pantera engaged as strategic and trading advisor. The filing discloses recent corporate actions including reverse stock splits, increases in authorized shares, prior private placements and Nasdaq compliance remediation; Nasdaq confirmed regained compliance but the company will be monitored until July 7, 2026. The supplement emphasizes significant regulatory, custody, staking and market risks tied to the Solana strategy and potential dilution from multiple warrant and financing arrangements.

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.

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 180,028 shares of Helius Medical Technologies Class A common stock, representing 4.99% of the class. The filing shows shared voting and shared dispositive power over those shares and states Armistice is the investment manager of the direct holder, Armistice Capital Master Fund Ltd., which holds the securities. The Master Fund disclaims beneficial ownership due to its investment management agreement. The reporting persons certify the securities are held in the ordinary course of business and not to change or influence control of the issuer.

L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 640 shares of Helius Medical Technologies common stock, comprised of 203 direct common shares and 437 shares underlying warrants. The holding represents 1.01% of the company's outstanding common stock on a post-reverse-split basis, and the filer states sole voting and dispositive power over all 640 shares. The filing references an earlier Schedule that covered 214,050 shares and warrants purchased in the same offering and explains the company completed a 1-for-50 reverse stock split that affected the share counts. Two directors of the reporting fund are named and may be deemed to beneficially own the securities but disclaim such ownership for other purposes.