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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): November 18, 2025

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 2.02Results of Operations and Financial Condition.

On November 18, 2025, Solana Company (formerly known as Helius Medical Technologies, Inc.) (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025, a business update, and information regarding a conference call to discuss these financial results and recent corporate highlights. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

    

Description

99.1

Press Release dated November 18, 2025.

104

Cover Page Interactive Data File (embedded within Inline XBRL document).

2

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: November 18, 2025

By:

/s/ Jeffrey S. Mathiesen

Jeffrey S. Mathiesen

Chief Financial Officer, Treasurer and Secretary

3

EX-99.1 2 hsdt-20251118xex99d1.htm EX-99.1

Exhibit 99.1

Solana Company Reports Third Quarter 2025 Financial Results

NEWTOWN, Pa., Nov. 18, 2025 (GLOBE NEWSWIRE) -- Solana Company (NASDAQ: HSDT) (the “Company” or “HSDT”), a publicly listed company that has expanded its business to include a digital asset treasury (“DAT”) dedicated to acquiring and holding Solana tokens (“SOL”), today announced results for the quarter ended September 30, 2025.

Third Quarter and Recent Business Updates

Closed partnership with Pantera Capital and Summer Capital of over $500 Million in funding in cash and stablecoins to launch SOL treasury strategy
Issued cash-exercise warrants, allowing for a potential aggregate $750M additional capital raise for the Company
Launched ATM program, giving the company flexibility to raise additional capital
Approved a stock repurchase program to acquire up to $100 million of the company's outstanding common stock
Announced positive clinical data which demonstrated PoNS superior effectiveness in improving gait deficit by achieving a clinically meaningful mean improvement compared to the control group, reflecting the clinical significance of this therapeutic intervention
Submitted FDA 510(k) designation for PoNS® Device Label Expansion in Stroke

“Solana Company’s digital treasury strategy and the recent PIPE transaction are significant milestones for the Company and its shareholders. With the added commitment and support of Pantera and Summer, we believe that we are positioned well to accelerate growth and drive value. Since closing, we have achieved notable progress across our three core execution pillars: advocacy, capital markets, and treasury management,” said Joseph Chee, Executive Chairman. “I’m proud of the continued expansion in adoption as the Solana network has become the world’s most widely used and economically productive blockchain. Our recent ATM launch and issuance of cash-exercise warrants have strengthened our financial position and prepared us to scale effectively. These initiatives position Solana for sustained growth and long-term success within the DAT landscape.”

Third Quarter 2025 Financial Results

Our financial results include the $508 million PIPE transaction that closed on September 18, 2025 and related DAT activities from that date through the end of the quarter.

Our third quarter revenue of $697,000 included first-time staking rewards income of $342,000.

For the third quarter, cost of revenue was $103,000 compared to $187,000 for the prior-year period, mainly due to decreased inventory reserve and production scrap expenses.

Selling, general and administrative expenses for the third quarter of 2025 were $4.6 million compared to the $2.9 million for the prior year period, with the increase comprised of a $1.5 million discretionary bonus in the current year. Research and development expenses for the third quarter of 2025 were $0.9 million compared to $1.1 million for the prior year period, driven primarily by reduced clinical trial activities. An unrealized loss on digital assets of $30.5 million resulted from the net change in fair value of digital assets held by the Company as of quarter end.

Total operating expenses for the third quarter of 2025 were $36.0 million, compared to $3.9 million in the prior year period.

60878657.2


The resulting loss from operations for the third quarter of 2025 was $35.5 million compared to a loss of $4.1 million for the prior-year period.

Current year non-operating loss in the third quarter of $317.3 million included a $545.7 million loss on derivative liability attributable to the valuation of the stapled warrants from the September PIPE transaction and $194.7 million of financing costs from the September PIPE transaction including a $171.3 million non-cash charge from the advisory warrants issued and $8.6 million non-cash charge for shares issued to Clear Street, offset by a $423.3 million gain from the change in fair value of the related derivative liability from those stapled warrants, which comprise the changes from the prior year period.

We reported a net loss for the third quarter of 2025 of $352.8 million or a loss of $32.89 per basic and diluted common share compared to a net loss of $3.7 million in the prior-year period or a loss of $744.35 per basic and diluted common share.

Cash and Liquidity

At September 30, 2025 we had $124 million in cash and $350.2 million of digital assets at fair value, for a combined total of $474.2 million. Also at that date, we had a combined total of 75.9 million common shares and pre-funded warrants outstanding.

Conference Call

Management will host a conference call to discuss the results and provide an expanded business update as follows:

Date:

Tuesday, November 18, 2025

Time:

4:30 p.m. Eastern Time

Webcast:

Click here

The webcast will be archived under the News & Events section of the Company’s investor relations website. 

About Solana Company

Solana Company (NASDAQ: HSDT) is a leading neurotech company in the medical device field focused on neurologic deficits using orally applied technology platform that amplifies the brain’s ability to engage physiologic compensatory mechanisms and promote neuroplasticity, improving the lives of people dealing with neurologic diseases. It is also a listed digital asset treasury (“DAT”) dedicated to acquiring and holding Solana (SOL). Created in partnership with Pantera Capital and Summer Capital, Solana Company’s DAT objective is to maximize SOL per share through strategic use of capital markets and on chain opportunities, offering public market investors direct exposure to Solana’s secular growth.

For more information, please visit www.solanacompany.co or follow us on X (@Solana_Company).

Forward Looking Statements This press release contains statements that constitute “forward-looking statements” within the meaning of the U.S. federal securities laws. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those expressed or implied by such statements.


Forward-looking statements may include, among others, statements in relation to the Company’s future growth and operational progress, the Company’s execution of its Solana digital asset treasury strategy and the potential opportunities such initiatives may create , expected enrollment, developments and future plans regarding regulatory entities, receipt of prescriptions and progress of commercialization of the PoNS device in the U.S., the impacts of the current global macroeconomic environment on the Company, product development activities, the safety and effectiveness of the Company’s product, the manufacturing plans for the Company’s product, sufficiency of cash and availability of funds and operating costs and the Company’s ability to continue as a going concern and future liquidity.

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 United States Securities and Exchange Commission (“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.

Media Contacts:

Solana Company

ir@solanacompany.co

Pantera Capital Management LP

ir@panteracapital.com

Summer Capital Limited

pr@summer-cap.com


Solana Company

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share data)

    

September 30, 2025

    

December 31, 2024

ASSETS

 

  

 

  

Current assets

 

  

 

  

Cash and cash equivalents

$

124,051

$

1,088

Inventory

 

1,128

 

1,036

Prepaid expenses and other current assets

 

484

 

1,300

Total current assets

 

125,663

 

3,424

Digital assets, at fair value

291,078

Digital assets, restricted, at fair value

59,097

Other long-term assets

 

82

118

Total assets

$

475,920

$

3,542

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

Current liabilities

 

  

 

  

Accounts payable

$

2,485

$

873

Accrued and other current liabilities

 

654

 

1,290

Total current liabilities

 

3,139

 

2,163

Other long-term liabilities

 

 

79

Derivative liability

625,173

241

Total liabilities

 

628,312

 

2,483

Stockholders' (deficit) equity

 

  

 

  

Class A common stock, $0.001 par value; 800,000,000 shares authorized; 40,299,228 and 4,936 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

 

40

 

Additional paid-in capital

 

385,768

 

172,425

Accumulated deficit

(538,140)

 

(171,699)

Accumulated other comprehensive (loss) income

 

(60)

 

333

Total stockholders' (deficit) equity

 

(152,392)

 

1,059

Total liabilities and stockholders' equity

$

475,920

$

3,542


Solana Company

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

2025

    

2024

    

2025

2024

Revenue

    

  

    

  

Staking rewards

$

342

$

$

342

$

Other revenue

 

355

51

 

447

368

Total revenue

 

697

51

 

789

368

Cost of revenue

 

103

187

 

320

428

Gross profit (loss)

 

594

 

(136)

 

469

 

(60)

Operating expenses

 

 

Selling, general and administrative expenses

 

4,646

2,857

 

10,089

 

7,961

Research and development expenses

 

858

1,077

 

2,625

 

2,735

Unrealized loss on digital assets

30,540

30,540

Total operating expenses

 

36,044

3,934

 

43,254

 

10,696

Loss from operations

 

(35,450)

 

(4,070)

 

(42,785)

 

(10,756)

Nonoperating income

 

 

Interest expense

(1)

(1)

(635)

(14)

Other (expense) income

 

(154)

 

233

 

503

 

(71)

Loss on derivative liability

(545,733)

(545,733)

Change in fair value of derivative liability

423,313

152

417,394

3,027

Financing costs

(194,743)

 

 

(195,185)

 

Nonoperating (loss) income, net

 

(317,318)

 

384

 

(323,656)

 

2,942

Loss before provision for income taxes

(352,768)

(3,686)

(366,441)

(7,814)

Provision for income taxes

Net loss

$

(352,768)

$

(3,686)

$

(366,441)

$

(7,814)

Loss per share

 

 

Basic and diluted

$

(32.89)

$

(744.35)

$

(90.14)

$

(2,507.81)

Weighted average number of common shares outstanding

 

Basic and diluted

 

10,724,112

 

4,952

 

4,065,144

 

3,116