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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): October 20, 2025
SOLANA COMPANY
(Exact name of registrant as specified in its charter)
Delaware |
001-38445 |
36-4787690 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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642 Newtown Yardley Road, Suite 100 Newtown, PA |
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18940 |
(Address of principal executive offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A Common Stock, $0.001 par value |
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HSDT |
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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 7.01Regulation FD Disclosure.
On October 20, 2025, Solana Company (formerly known as Helius Medical Technologies, Inc.) (the “Company”) issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Information contained on or accessible through any website reference in the press release is not part of, or incorporated by reference in, this report, and the inclusion of such website addresses in this report by incorporation by reference of the press release is as inactive textual references only.
Exhibit 99.1 hereto contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other reports of the Company filed with the Securities and Exchange Commission, including that actual events or results may differ materially from those in the forward-looking statements.
The information in this report, including Exhibit 99.1 hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. The Company’s submission of this report shall not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within Inline XBRL document). |
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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.
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SOLANA COMPANY. |
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Dated: October 20, 2025 |
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By: |
/s/ Joseph Chee |
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Joseph Chee |
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Executive Chairman |
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Exhibit 99.1
Solana Company Executive Chairman’s Message: October 20th, 2025
NEWTOWN, Pa., Oct. 20, 2025 (GLOBE NEWSWIRE) – Today, Solana Company (NASDAQ: HSDT) released the following letter from the Executive Chairman:
We are excited to enter the next phase of our lifecycle with a strong capital base and expanded accessibility for investors.
This week will be remembered as a foundational moment for Solana Company (NASDAQ: HSDT). We have made the deliberate choice to move forward with our scheduled registration for resale of the shares purchased by investors in the recent private placement rather than delay it. Whereas some of our peers have decided to postpone it at the first sign of market volatility, we want to explain why we made this decision and why we feel it positions us for long-term success.
Transparency in Volatile Markets
Markets can be volatile, and digital asset treasury companies will continue to experience volatility with the broader macro market.
In this next phase, with the resale registration statement effective, HSDT will be one of the largest effective market cap Solana DATs and therefore a strong investible option for institutional investors looking for exposure to Solana. Since we have launched the Solana treasury, we have opened up a new menu of capital providers and capital raise opportunities. That’s why we believe it’s appropriate to reach market equilibrium now rather than postpone the inevitable. The pressure on our stock price that comes with the effectiveness of the resale registration statement will likely shake out weak hands, but we believe this will also establish a remaining foundation of committed long-term shareholders. We're delivering for our investors by registering their shares on time and leaving the choice in the hands of our investors, where it belongs. That's what good stewardship looks like.
If HSDT trades below its net asset value in the coming days or weeks, understand what that means: investors can buy one dollar of Solana for less than a dollar. HSDT is committed to doing the right thing to maximize shareholder value.
Our Conviction
This strategy demonstrates the conviction in Solana that we share with our shareholders. We plan to continue to demonstrate how HSDT can be an active accumulation vehicle that acquires more SOL per share than investors can achieve on their own. We believe we can generate 7%+ yield through sophisticated institutional-grade staking not accessible to individual investors. We also intend to leverage the capital markets to acquire additional Solana. Most importantly, we expect to deploy capital strategically during market dislocations.
This is precisely where our vehicle will differentiate itself. We believe we have the right team of leaders and advisors. When the non-believers are flushed out, HSDT can continue to accrete Solana per share. We can buy aggressively when others are fearful. We believe we can compound Solana per share holdings through disciplined capital allocation.
Looking Ahead
This week may test your conviction. However, we are confident that disciplined investors who understand our strategy will one day look back on this period as an inflection point. We’re attempting to build the Berkshire Hathaway of the Solana ecosystem – a vehicle that compounds shareholder value and trades at a premium, with a strong balance sheet, a clear strategy, and the expertise of a team that is experienced with DATs and is shareholder-aligned with meaningful ownership. Our success is intertwined with Solana's success, which is why we're committed to actively contributing to ecosystem growth.
We're playing the long game, and we're inviting you to join us. We're playing offense, not defense. Thank you for your trust and partnership.
| - | Joseph Chee, Executive Chairman |
Forward Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements are statements other than historical facts and include, without limitation, statements regarding the potential for and amount of additional cash proceeds from warrant exercises, the anticipated use of proceeds from the announced Offering, future stockholder approvals, future announcements and priorities, expectations regarding management, corporate governance, market position, business strategies, future financial and operating performance, and other projections or statements of plans and objectives.
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, the Company’s ability to execute its growth strategy; its ability to raise and deploy capital effectively; developments in technology and the competitive landscape; the market performance of SOL; and other risks and uncertainties described under “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2025, and in other subsequent filings with the SEC. 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.
About Solana Company
Solana Company (Nasdaq: HSDT) is a listed digital asset treasury dedicated to acquiring Solana (SOL), created in partnership with Pantera and Summer Capital. Focused on maximizing SOL per share by leveraging capital markets opportunities and onchain activity, Solana Company offers public market investors optimal exposure to Solana’s secular growth.
Media Contact
Solana Company |
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investorrelations@heliusmedical.com |
Pantera Capital Management LP |
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ir@panteracapital.com press@panteracapital.com |
Summer Capital Limited |
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pr@summer-cap.com |
Additional Links
www.solanacompany.co/
linkedin.com/company/helius-solana-company
x.com/solana_company
Pantera SOL X DAT Blockchain Call