Solana Co Seeks Shareholder Nod for Crypto Warrants, Board Seat

TL;DR

**HSDT is doubling down on crypto and strategic partnerships; vote FOR these proposals to unlock growth and avoid dilution headaches.**

AI Summary

Solana Co (HSDT) is holding a Special Meeting on October 30, 2025, to address five key proposals. The company seeks to elect Cosmo Jiang, a General Partner at Pantera Capital Management LP, to its Board of Directors. A critical aspect of the meeting involves seeking shareholder approval, in accordance with Nasdaq Listing Rule 5635(a), for the issuance of common stock upon the exercise of Strategic Advisor Warrants held by Pantera Capital Management LP and Summer Wisdom Holdings Limited. Additionally, shareholders will vote on the issuance of common stock from Cryptocurrency Pre-Funded Warrants and Cryptocurrency Stapled Warrants, which were issued in connection with a private placement offering that accepted Solana (SOL) cryptocurrency as consideration. The company also proposes to amend its 2022 Equity Incentive Plan to increase the shares available for issuance by 4,000,000 shares. Finally, shareholders will consider authorizing adjournments of the Special Meeting if insufficient votes are received for the other proposals. The Board unanimously recommends a 'FOR' vote on all proposals.

Why It Matters

This DEF 14A filing is crucial for HSDT investors as it outlines significant capital structure changes and a strategic board appointment. Approving the warrant issuances, particularly those tied to Solana (SOL) cryptocurrency, signals a deeper embrace of digital assets and could impact the company's valuation and future financing capabilities. The addition of Cosmo Jiang from Pantera Capital, a prominent digital asset investor, could enhance HSDT's strategic direction in the competitive blockchain space. Failure to approve these proposals could hinder HSDT's ability to execute its strategic vision and potentially impact its standing with key investors like Pantera Capital.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant potential for dilution from the proposed warrant exercises and the 4,000,000 share increase in the 2022 Equity Incentive Plan. While these moves are strategic, they could depress per-share value if not managed effectively. The reliance on shareholder approval for these critical capital structure changes also introduces execution risk.

Analyst Insight

Investors should vote 'FOR' all proposals to support Solana Co's strategic shift into digital assets and strengthen its financial flexibility. The board's unanimous recommendation, coupled with the involvement of Pantera Capital, suggests these are necessary steps for future growth and capital access.

Key Numbers

• 4,000,000 — Additional shares for 2022 Equity Incentive Plan (Proposed increase in shares available for issuance under the plan)
• 2025-10-30 — Special Meeting Date (Date when shareholders will vote on proposals)
• 2025-09-26 — Record Date (Date for determining stockholders entitled to vote)
• 40,299,220 — Shares of Common Stock outstanding (Total shares entitled to vote as of September 26, 2025)
• 1 — New director to be elected (Number of director nominees for election)

Key Players & Entities

• Solana Co (company) — Registrant
• Helius Medical Technologies, Inc. (company) — Former name of Registrant
• Pantera Capital Management LP (company) — Recipient of Strategic Advisor Warrants and employer of director nominee
• Summer Wisdom Holdings Limited (company) — Recipient of Strategic Advisor Warrants
• Cosmo Jiang (person) — Nominee for Board of Directors, General Partner at Pantera Capital
• Dane C. Andreeff (person) — President and Chief Executive Officer of Solana Co
• Jeffrey S. Mathiesen (person) — Chief Financial Officer, Treasurer and Secretary of Solana Co; will resign from Board upon new director approval
• Nasdaq (regulator) — Stock exchange with listing rules relevant to warrant approvals
• Securities and Exchange Commission (regulator) — Regulatory body for filing
• Equiniti Trust Company, LLC (company) — Transfer agent for Solana Co

FAQ

Industry Context

Solana Co operates in the biotechnology or technology sector, likely focusing on innovative solutions. The company's reliance on cryptocurrency for funding and its Nasdaq listing suggest an intersection of traditional finance with emerging digital asset markets. This dual focus positions it within a dynamic and rapidly evolving industry landscape.

Regulatory Implications

The company must comply with Nasdaq Listing Rule 5635(a) for the proposed stock issuances, requiring shareholder approval to ensure transparency and adherence to listing standards. Failure to secure approval could impact the company's ability to fulfill its obligations related to the warrants and potentially affect its stock exchange status.

What Investors Should Do

1. Vote FOR Proposal 1: Election of Cosmo Jiang
2. Vote FOR Proposal 2: Strategic Advisor Warrant Issuance Approval
3. Vote FOR Proposal 3: Cryptocurrency Warrant Issuance Approval
4. Vote FOR Proposal 4: Amendment to 2022 Equity Incentive Plan
5. Vote FOR Proposal 5: Adjournment of Special Meeting

Key Dates

• 2025-10-30: Special Meeting of Stockholders — Shareholders will vote on key proposals including director election, warrant issuances, and equity plan amendments.
• 2025-09-26: Record Date — Determines which stockholders are entitled to vote at the Special Meeting.
• 2025-10-14: Mailing of Proxy Materials — Stockholders of record will receive the Notice of Special Meeting, proxy statement, and form of proxy card.

Glossary

DEF 14A

A proxy statement filing required by the SEC for annual or special meetings of shareholders. (This document outlines the proposals and information shareholders need to vote on at the Special Meeting.)

Strategic Advisor Warrants

Options granted to strategic advisors that allow them to purchase company stock at a specified price. (Shareholder approval is required for the issuance of stock upon exercise of these warrants, as per Nasdaq Listing Rule 5635(a).)

Cryptocurrency Pre-Funded Warrants and Cryptocurrency Stapled Warrants

Warrants issued in connection with a private placement where cryptocurrency was accepted as payment. (Shareholder approval is needed for the issuance of stock upon exercise of these warrants, linked to a private placement involving SOL cryptocurrency.)

2022 Equity Incentive Plan

A plan that allows the company to grant equity awards, such as stock options or restricted stock, to employees and advisors. (Shareholders are voting on an amendment to increase the number of shares available under this plan by 4,000,000.)

Nasdaq Listing Rule 5635(a)

A rule requiring shareholder approval for the issuance of securities in certain situations, such as when the issuance price is less than the market price or involves a change of control. (The company is seeking shareholder approval under this rule for the issuance of stock upon the exercise of warrants.)

Common Stock

The basic form of ownership in a corporation, representing a claim on assets and earnings. (This is the type of stock shareholders will be voting with, and the type of stock to be issued upon warrant exercise.)

Year-Over-Year Comparison

This filing pertains to a special meeting and focuses on upcoming proposals rather than a comprehensive review of past performance. Key metrics such as revenue, net income, and margins are not directly compared to a prior period within this specific DEF 14A document. The primary focus is on shareholder actions required for strategic initiatives, including warrant issuances and equity plan adjustments.

Filing Documents

• tm2527730-3_def14a.htm (DEF 14A) — 654KB
• bc_netloss-4c.jpg (GRAPHIC) — 70KB
• bc_tsr-4c.jpg (GRAPHIC) — 70KB
• px_25solanaproxy1pg01-bw.jpg (GRAPHIC) — 247KB
• px_25solanaproxy1pg02-bw.jpg (GRAPHIC) — 195KB
• 0001104659-25-098889.txt ( ) — 2878KB
• hsdt-20241231.xsd (EX-101.SCH) — 9KB
• hsdt-20241231_lab.xml (EX-101.LAB) — 33KB
• tm2527730-3_def14a_htm.xml (XML) — 212KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 13 PAY VERSUS PERFORMANCE 23 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 26 PROPOSAL 2—STRATEGIC ADVISOR WARRANT PROPOSAL 28 PROPOSAL 3—CRYPTOCURRENCY WARRANT PROPOSAL 30 PROPOSAL 4—AMENDMENT TO THE 2022 EQUITY INCENTIVE PLAN 31 PROPOSAL 5—ADJOURNMENT OF SPECIAL MEETING 40

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 41 DOCUMENTS INCORPORATED BY REFERENCE 43 ADDITIONAL MATTERS 43 APPENDIX A—AMENDMENT 3 TO 2022 EQUITY INCENTIVE PLAN A-1 i TABLE OF CONTENTS SOLANA COMPANY (F/K/A HELIUS MEDICAL TECHNOLOGIES, INC.) PROXY STATEMENT 2025 SPECIAL MEETING OF STOCKHOLDERS October 30, 2025 QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING Who is soliciting my vote? The Board of Directors (the " Board ") of Solana Company (f/k/a Helius Medical Technologies, Inc.) (the " Company ", " we " or " us ") is soliciting your proxy, as a holder of our Class A common stock (the " Common Stock "), for use at the special meeting of stockholders to be held on October 30, 2025, at 10:00 a.m. Eastern Time, virtually at www.virtualshareholdermeeting.com/HSDT2025SM2 and any adjournment or postponement of such meeting (the " Special Meeting "). The Notice of Special Meeting of Stockholders (the " Notice "), proxy statement and form of proxy card are expected to be first mailed to stockholders of record on or about October 14, 2025. What is the purpose of the Special Meeting? At the Special Meeting, you will be voting on: Proposal 1: To elect one new director to our Board of Directors; Proposal 2: To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of our common stock upon the exercise of the Strategic Advisor Warrants issued to Pantera Capital Management LP and Summer Wisdom Holdings Limited; Proposal 3: To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of our 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; Proposal 4: To approve an amendment to our 2022 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by

View Full Filing

View this DEF 14A filing on SEC EDGAR