STOCK TITAN

Solana Company (HSDT) reshapes board with two exits and two new appointments

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Board size after change 9 directors Increased from seven members on April 23, 2026
Board size before change 7 directors Size prior to April 23, 2026 expansion
Annual Meeting date May 21, 2026 2026 Annual Meeting of Stockholders
Perkins notice date April 22, 2026 Decision not to stand for re-election
Buckman notice date April 23, 2026 Decision not to stand for re-election
Annual Meeting of Stockholders financial
"when their current terms expire at the Company’s 2026 Annual Meeting of Stockholders"
non-employee director compensation policy financial
"in accordance with the Company’s non-employee director compensation policy described under the section titled"
indemnification agreement regulatory
"Mr. Lee has entered into and Mr. Mello will enter into the Company’s standard form of indemnification agreement for directors and officers"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Item 404(a) of Regulation S-K regulatory
"material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K"
Nominating and Corporate Governance Committee financial
"upon recommendation of the Nominating and Corporate Governance Committee of the Board"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
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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): April 22, 2026

Graphic

SOLANA COMPANY

(Exact name of registrant as specified in its charter)

-

Delaware

001-38445

36-4787690

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

642 Newtown Yardley Road, Suite 100

Newtown, PA

 

18940

(Address of principal executive offices)

 

(Zip Code)

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:

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))

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

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

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. 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On April 22, 2026 and April 23, 2026, Sherrie Perkins and Paul Buckman, respectively, notified Solana Company (the “Company”) of their decision to not stand for re-election as a director when their current terms expire at the Company’s 2026 Annual Meeting of Stockholders, scheduled to be held on May 21, 2026 (the “Annual Meeting”). Each of Ms. Perkins’s and Mr. Buckman’s decision to not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, practices or strategy, the Company’s management or the Board of Directors of the Company (the “Board”).

(d)

On April 23, 2026, the Board increased the size of the Board from seven to nine members, creating two vacancies on the Board and, upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed each of Michel Lee and Sergio Mello as directors to fill the newly created vacancies, effective immediately.

Michel Lee, age 56, has been a co-founder and investment partner at Cybertech Partners since October 2018, and co-founder at Hashkey Group Limited (HKEX: 3887.HK) since January 2019. Mr. Lee is a capital market and investment professional with over 25 years of experience in various senior leadership roles in one of the largest global investment banks in Hong Kong, Beijing, Tokyo and London. Mr. Lee has helped various companies to complete strategic transactions including early funding rounds, initial public offerings, structured financings, derivatives, and mergers and acquisitions. Mr. Lee holds a master’s degree in Advanced Information Technology from Imperial College London, and a bachelor’s degree in Physics, Electronics & Computing from University College London.

Sergio Mello, age 44, has served as the global head of stablecoin solutions at Anchorage Digital, where he focuses on the business development and platform offerings for stablecoins, since January 2026 and previously served as its head of stablecoins. Prior to joining Anchorage Digital, Mr. Mello served as the founder and chief executive officer of Lago Finance, a consortium of financial institutions designed to enhance settlements with tokenized cash, from April 2022 to November 2023. Mr. Mello is a serial entrepreneur who has achieved exits in web1, web2, and web3. He has also served an advisor to Nodle, a digital trust network, from October 2017 to May 2022 and as a crypto advisor to Reddit, an online open community platform, from January 2021 to December 2021. Mr. Mello holds a bachelor's degree in Electrical Engineering from Politecnico di Torino.

Mr. Lee and Mr. Mello will receive cash and equity compensation for their respective service on the Board in accordance with the Company’s non-employee director compensation policy described under the section titled “Non-Employee Director Compensation” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2026, which non-employee director compensation policy was filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 17, 2021.

In connection with their respective elections, Mr. Lee has entered into and Mr. Mello will enter into the Company’s standard form of indemnification agreement for directors and officers, a copy of which was filed as Exhibit 10.2 to the Company’s Form 8-K, filed with the SEC on September 18, 2025, which requires, among other things, that the Company indemnify each of Mr. Lee and Mr. Mello, under the circumstances and the extent provided for therein, against certain expenses, judgements, fines and other amounts incurred by him as a result of being made party to certain actions, suits, claims and other proceedings, by reason of his status as a director, officer, employee, or agent of the company or any other entity for which he was serving as a director, officer, employee or agent at the request of the Company.

There are no arrangements or understandings between Mr. Lee and Mr. Mello and any other person pursuant to which they were elected as directors. Neither Mr. Lee nor Mr. Mello have any family relationships with any of the Company’s directors or executive officers. Neither Mr. Lee nor Mr. Mello have a direct or indirect material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.

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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.

SOLANA COMPANY.

Dated: April 24, 2026

By:

/s/ Jeffrey S. Mathiesen

Jeffrey S. Mathiesen

Chief Financial Officer, Treasurer and Secretary

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FAQ

What board changes did Solana Company (HSDT) announce in this 8-K?

Solana Company disclosed that directors Sherrie Perkins and Paul Buckman will not stand for re-election at the 2026 Annual Meeting. The Board expanded from seven to nine members and appointed Michel Lee and Sergio Mello as new directors, effective immediately, to fill the newly created seats.

Why are Sherrie Perkins and Paul Buckman leaving Solana Company’s board?

They informed Solana Company that they will not stand for re-election when their current terms expire at the 2026 Annual Meeting. The company states their decisions were not due to any disagreement regarding operations, policies, practices, strategy, management, or the Board of Directors.

Who are the new directors appointed to Solana Company’s board?

The Board appointed Michel Lee and Sergio Mello as directors after increasing its size to nine members. Lee has extensive capital markets and investment banking experience, while Mello has a background in stablecoins, tokenized cash solutions, and web1, web2, and web3 entrepreneurship.

When will the Solana Company 2026 Annual Meeting of Stockholders take place?

The 2026 Annual Meeting of Stockholders is scheduled for May 21, 2026. At that meeting, the current terms of directors Sherrie Perkins and Paul Buckman will expire, and they will not stand for re-election according to their notices to the company.

How will Solana Company compensate new directors Michel Lee and Sergio Mello?

They will receive cash and equity compensation under Solana Company’s existing non-employee director compensation policy. That policy is described in the company’s April 10, 2026 definitive proxy statement on Schedule 14A and was previously filed as an exhibit to its Form 10-Q.

Filing Exhibits & Attachments

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