UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No.
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of
| (I.R.S. Employer (Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 12, 2026, the registrant had
SOLANA COMPANY
INDEX
2
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
Solana Company
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
March 31, 2026 | December 31, 2025 | |||||
ASSETS | ||||||
Current assets | |
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Cash and cash equivalents | $ | | $ | | ||
Digital assets | | | ||||
Prepaid expenses and other current assets |
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Total current assets |
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Digital assets |
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Digital assets, restricted | | | ||||
Digital assets receivable | | | ||||
Digital assets fund investment | | | ||||
Other long-term assets |
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Total assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Accounts payable | $ | | | |||
Accrued and other current liabilities |
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Total current liabilities |
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Stockholders' equity |
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Class A common stock, $ |
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Additional paid-in capital |
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Treasury stock, at cost | ( | — | ||||
Accumulated deficit |
| ( | ( | |||
Accumulated other comprehensive loss |
| ( | ( | |||
Total stockholders' equity |
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Total liabilities and stockholders' equity | $ | | $ | | ||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
3
Solana Company
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share data)
Three Months Ended | ||||||
March 31, | ||||||
| 2026 | | 2025 | |||
Revenue | ||||||
Staking revenue | $ | | $ | — | ||
Other revenue | | | ||||
Total revenue |
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Cost of revenue |
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Gross profit (loss) | | ( | ||||
Operating expenses | ||||||
General and administrative expenses |
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Unrealized loss on digital assets and digital assets receivable | |
| — | |||
Realized loss on digital assets | |
| — | |||
Unrealized loss on digital assets fund investment | |
| — | |||
Total operating expenses |
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Loss from operations |
| ( |
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Nonoperating income | ||||||
Change in fair value of derivative liability |
| — |
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Other (expense) income | ( | | ||||
Nonoperating income, net |
| ( |
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Loss before provision for income taxes | ( | ( | ||||
Provision for income taxes | | | ||||
Net loss |
| ( |
| ( | ||
Other comprehensive loss |
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Foreign currency translation adjustments |
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| ( | ||
Comprehensive loss | $ | ( | $ | ( | ||
Loss per share |
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Basic and diluted | $ | ( | $ | ( | ||
Weighted average number of common shares outstanding |
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Basic and diluted | | | ||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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Solana Company
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share data)
Accumulated | ||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||
Class A Common Stock | Paid-In | Treasury Stock | Accumulated | Comprehensive | ||||||||||||||||||
| Shares | | Amount | | Capital | | Shares | | Amount | | Deficit | | Income (Loss) | | Total | |||||||
Balance as of January 1, 2026 | | $ | | $ | | — | $ | — | $ | ( | $ | ( | $ | | ||||||||
Repurchases of common stock | — | — | — | | ( | — | — | ( | ||||||||||||||
Exercise of warrants |
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| ( | — | — |
| — |
| — |
| — | ||||||||
Stock-based compensation | — | — | | — | — | — | — | | ||||||||||||||
Other comprehensive income | — | — | — | — | — | — | | | ||||||||||||||
Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||
Balance as of March 31, 2026 |
| | $ | | $ | | | $ | ( | $ | ( | $ | ( | $ | | |||||||
Accumulated | ||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||
Class A Common Stock | Paid-In | Share to be Issued | Accumulated | Comprehensive | ||||||||||||||||||
| Shares | | Amount | | Capital | | Shares | | Amount | | Deficit | | Income (Loss) | Total | ||||||||
Balance as of January 1, 2025 | | $ | — | $ | | — | $ | — | $ | ( | $ | | $ | | ||||||||
Issuance of common stock in ATM |
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| — | | — | — | — | — | | ||||||||||||
Issuance of common stock warrants in public offering | | — | | | | — | — | | ||||||||||||||
Stock-based compensation |
| — |
| — | | — | — | — | — | | ||||||||||||
Other comprehensive loss |
| — |
| — | — | — | — | — | ( | ( | ||||||||||||
Net loss |
| — | — | — | — | — | ( | — | ( | |||||||||||||
Balance as of March 31, 2025 |
| | $ | — | $ | | | | $ | ( | $ | | $ | | ||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
5
Solana Company
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
Three Months Ended | ||||||
March 31, | ||||||
| 2026 | | 2025 | |||
Cash flows from operating activities: |
| |
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Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Staking revenue | ( | — | ||||
Change in fair value of derivative liability |
| — |
| ( | ||
Net change in fair value of digital assets and digital assets receivable | | — | ||||
Net change in fair value of digital assets fund investment | | — | ||||
Realized loss on sale of digital assets | | — | ||||
Stock-based compensation expense |
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Other | | ( | ||||
Changes in operating assets and liabilities: |
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Prepaid expense and other current assets |
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Accounts payable |
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Accrued and other current liabilities |
| ( |
| ( | ||
Other liabilities |
| — |
| ( | ||
Net cash used in operating activities |
| ( |
| ( | ||
Cash flows from investing activities: |
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Digital assets sold | | — | ||||
Net cash provided by investing activities |
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Cash flows from financing activities: |
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Proceeds from issuances of common stock in ATM |
| — |
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Proceeds from exercise of warrants | — |
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Repurchase of common stock |
| ( | — | |||
Share issuance costs |
| — |
| ( | ||
Net cash (used in) provided by financing activities |
| ( |
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Net (decrease) increase in cash and cash equivalents |
| ( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period | $ | | $ | | ||
Supplemental cash flow information |
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Non-cash investing and financing transactions: | ||||||
SOL transferred from digital assets receivable to digital assets upon restricted SOL unlock | $ | | $ | — | ||
SOL distributed from digital asset fund investment to digital assets upon restricted SOL unlock | $ | | $ | — | ||
Deferred offering costs reclassified to equity upon public offering | $ | — | $ | | ||
Share issuance costs included in accounts payable | $ | — | $ | | ||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
6
Solana Company
Notes to Unaudited Condensed Consolidated Financial Statements
1. OVERVIEW
Background and Nature of Business
Solana Company (the “Company” or “we”) is a listed digital asset treasury (“DAT”) dedicated to acquiring and holding Solana tokens (“SOL”). 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.
Liquidity and Management’s Plans
The accompanying unaudited condensed consolidated financial statements of this Quarterly Report on Form 10-Q (“10-Q”) have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. The Company had an accumulated deficit of $
The Company’s financial condition is substantially dependent on the market price and liquidity of SOL, which are subject to extreme volatility and limited trading venues. Substantially all of the Company’s treasury assets are concentrated in SOL, the native cryptocurrency of the Solana protocol, or exposed to SOL indirectly. SOL has experienced significant price volatility, and the Company’s financial results and carrying value of its digital assets, digital assets, restricted, digital assets receivable and digital asset fund investment will fluctuate materially based on SOL price movements. The Company depends on the continued success and adoption of the Solana protocol for the value of its treasury holdings. While the Company plans to hold its digital assets as part of a long-term treasury strategy, and deploy its assets for productive purposes including staking, the Company’s management has the discretion and ability to sell its digital assets as needed to cover liquidity obligations. Our ability to liquidate SOL to meet our obligations is subject to the liquidity of SOL and the SOL market price and there is no guarantee that we will be able to liquidate SOL at all or at terms that are preferrable to Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2026 and for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results for the full year ending December 31, 2026 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2025 and for the year then ended, which were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026 (the “2025 Form 10-K”).
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Accounting Estimates
The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. Within this report, certain dollar amounts and percentages have been rounded to their approximate values.
Reclassifications
Certain amounts recorded in the prior period consolidated financial statements have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on previously reported operating results.
Reverse Stock Splits
On April 21, 2025, at the annual meeting of stockholders the stockholders of the Company approved a potential reverse stock split at a ratio of 1-to- to 1-to-. The Board subsequently approved a reverse stock split of 1-for-, which became effective on May 2, 2025 (the “May 2025 Reverse Stock Split”).
On May 23, 2025, at a special meeting of stockholders the stockholders of the Company approved a potential reverse stock split at a ratio of 1-to- to 1-to-. The Board subsequently approved a reverse stock split of 1-for-, which became effective on July 1, 2025 (the “July 2025 Reverse Stock Split” and together with the May 2025 Reverse Stock Split, the “Reverse Stock Splits”).
All issued and outstanding Class A common stock and per share amounts contained in the consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Splits for all periods presented. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of Class A common stock. A proportionate adjustment was also made to the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans
to reflect the Reverse Stock Splits. Any fraction of a share of Class A common stock that was created as a result of the Reverse Stock Splits was rounded down to the next whole share and stockholders received cash settlement equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the Company’s Class A common stock as reported on Nasdaq on the last trading day before the Reverse Stock Splits effective dates. The authorized shares and par value of the Class A common stock and preferred stock were not adjusted as a result of the Reverse Stock Splits.
Treasury Stock
The Company accounts for treasury stock using the cost method.
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Segment Information
Operating segments are components of an enterprise for which separate financial information is available and are evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assessing performance. The Company’s CODM is its Executive Chairman. The Company’s Executive Chairman views the Company’s operations and manages its business based solely on consolidated financial results and does not evaluate these operating segments separately, therefore, the Company has a single reporting segment and the determination of the single segment is consistent with the information provided to the CODM. The CODM reviews assets as presented on the consolidated balance sheets and reviews significant segment expenses in the same manner that they are reviewed on the consolidated statement of operations and comprehensive loss.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires interim and annual tabular disclosure of disaggregated information for certain income statement expense captions. Specific expense categories required to be disclosed quantitatively include inventory purchases, employee compensation, depreciation, and intangible asset amortization, as well as other specified expense categories currently disclosed under existing disclosure requirements. Additionally, any remaining amounts that are not separately disaggregated are required to be described qualitatively. ASU 2024-03 also requires separate disclosure of total selling expenses incurred each reporting period, with annual disclosure of the entity's definition of selling expenses. The annual disclosures required by ASU 2024-03 are effective for the Company beginning in its fiscal year ending December 31, 2027, with interim disclosures effective beginning in its fiscal year ending December 31, 2028. The provisions of ASU 2024-03 are to be applied prospectively, although retrospective application is permitted. Early adoption is also permitted. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.
3. DIGITAL ASSETS
As of March 31, 2026, the Company’s holdings of digital assets were concentrated to
Digital Assets Subject to Lock-up Schedules
Certain digital assets, digital assets receivable and digital assets underlying equity investments are subject to sale restrictions through lock-up schedules typically associated with lock-up agreements with digital asset foundations such as the Solana Foundation.
Locked SOL that are held directly in the Company’s custodial digital asset wallets are recorded as digital assets, restricted on the consolidated balance sheets, and include the Locked SOL contributed to the Company as part of the September 2025 private placement (“Locked PIPE SOL”), see Note 7 for additional details. The underlying restricted SOL for the Locked PIPE SOL unlock on a monthly basis in relatively even intervals and amounts through January 2028.
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The following table presents the quantity of tokens that will unlock for the Company’s Locked PIPE SOL summarized by year as of March 31, 2026:
Locked PIPE SOL | ||
2026 | | |
2027 | | |
2028 | | |
Total | |
Staked Digital Assets
The Company has staked the majority of its digital assets as of March 31, 2026 as shown in the table below. The Company’s ability to sell or transfer staked digital assets is subject to restrictions related to the unbonding period on the blockchain. As of March 31, 2026, all the Company’s staked digital assets were SOL and were staked on the Solana network and the unbonding period is between
Digital Asset Holdings
The following table presents the Company's digital assets holdings as of March 31, 2026:
Quantity | Quantity Staked | Cost Basis | Fair Value | |||||||
SOL | | | $ | | $ | | ||||
Locked PIPE SOL | | | | | ||||||
Total digital assets | | | $ | | $ | | ||||
The Company’s digital asset holdings represent
Fair Value | |||||||||
SOL | Locked PIPE SOL | Total | |||||||
Fair Value as of December 31, 2025 | $ | | $ | | $ | | |||
Sales | ( | - | ( | ||||||
Staking rewards | | | | ||||||
Restricted SOL unlocked | | ( | | ||||||
Losses(1) | ( | ( | ( | ||||||
Fair value as of March 31, 2026 | $ | | $ | | $ | | |||
| (1) | Includes realized losses of $ |
4. DIGITAL ASSETS RECEIVABLE
The Company holds an ownership interest in Digital Assets Receivable, which entitles it to receive distributions of SOL as the underlying assets unlock in accordance with predetermined lock-up schedules applicable to the relevant pools. Digital Assets Receivable represents the Company’s pro rata entitlement to receive underlying SOL upon the expiration of contractual lock-up restrictions and does not constitute a debt instrument or financial receivable. The underlying restricted SOL tokens for Digital Assets Receivable is staked through protocol-based mechanisms, and the Company is entitled to receive the associated protocol-generated staking rewards attributable to each tranche of underlying SOL as such tranche unlocks.
10
The underlying restricted SOL for the Digital Assets Receivable unlock on a monthly basis in relatively even intervals and amounts through January 2028. The following table presents the quantity of tokens that the Company has a right to receive upon unlock of the Digital Assets Receivable summarized by year as of March 31, 2026:
Digital Assets Receivable | ||
2026 | | |
2027 | | |
2028 | | |
Total | |
The Company’s digital asset receivables represent
Digital Assets Receivable | |||
Fair Value as of December 31, 2025 | $ | | |
Staking rewards | | ||
Unrestricted SOL distributed | ( | ||
Net change in fair value | ( | ||
Fair value as of March 31, 2026 | $ | | |
5. DIGITAL ASSET FUND INVESTMENT
For the three months ended March 31, 2026, the Company held a minority membership interest of approximately
The underlying restricted SOL for the Digital Asset Fund Investment unlock on a monthly basis in relatively even intervals and amounts through January 2028. The following table presents the expected fund distribution of the Company’s pro rata share of the Digital Asset Fund Investment by calendar year as of March 31, 2026:
Digital Asset Fund Investment | ||
2026 | | |
2027 | | |
2028 | | |
Total | |
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The following table presents the Company's Digital Asset Fund Investment holdings as of March 31, 2026:
Cost Basis | Fair Value | |||||
Digital Asset Fund Investment | $ | | $ | | ||
The following table presents a roll-forward of Digital Asset Fund Investment fair value for the three months ended March 31, 2026 (in thousands):
Digital Asset Fund Investment | |||
Fair Value as of December 31, 2025 | $ | | |
Unrestricted SOL distributed | ( | ||
Net change in fair value | ( | ||
Fair value as of March 31, 2026 | $ | | |
6. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value of an asset or liability considers assumptions that market participants would use in pricing the asset or liability, including consideration of non-performance risk. The inputs used to determine fair values are categorized in one of the following three levels of the fair value hierarchy:
Level 1 – Quoted market prices in active markets for identical assets or liabilities.
Level 2 – Inputs, other than quoted prices in active markets, that are observable, either directly or indirectly.
Level 3 – Unobservable inputs that are not corroborated by market data.
The Company’s digital assets, digital assets receivable and digital assets fund investment are subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:
| ||||||||||||
Fair Value | ||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||
Assets: | ||||||||||||
SOL digital assets | $ | | $ | — | $ | — | $ | | ||||
SOL digital assets, restricted* | | — | — | | ||||||||
SOL digital assets receivable** | — | | — | | ||||||||
SOL digital assets fund investment** | — | | — | | ||||||||
Total assets | $ | | $ | | $ | — | $ | | ||||
*Subject to contractual sales restriction. See Note 3.
**Underlying assets subject to contractual sales restriction. See Note 4 and 5.
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SOL digital assets and digital assets, restricted, are measured at fair value on a recurring basis using quoted prices of SOL in the Company’s principal market for Unlocked SOL (Level 1 inputs). Digital assets receivable and digital assets fund investment are measured at fair value on a recurring basis using quoted prices of the underlying Locked SOL in the Company’s principal market for Unlocked SOL (Level 2 inputs). As of midnight UTC on March 31, 2026, the price per SOL was $
The unaudited condensed consolidated financial statements include financial instruments for which the fair market value of such instruments may differ from amounts reflected on a historical cost basis. As of March 31, 2026 and December 31, 2025, financial instruments of the Company consist of cash equivalents, which were comprised of deposits of excess cash in an unrestricted money market savings account, USD Coin (“USDC”) at custodians and a money market mutual fund. The carrying value of cash equivalents generally approximates fair value due to their short-term nature.
7. COMMON STOCK AND WARRANTS
Stock Repurchase Program
On November 3, 2025, the Company’s Board of Directors (the “Board”) approved a stock repurchase program for the purchase of up to $
As of March 31, 2026 and December 31, 2025, the Company held
September 2025 Private Placements
On September 15, 2025, the Company entered into a securities purchase agreement (the “Cash Purchase Agreement”) with certain investors (the “Cash Purchasers”) pursuant to which the Company sold, in a private placement (the “Cash Offering”), an aggregate offering of (i)
On September 15, 2025, the Company also entered into securities purchase agreements (the “Cryptocurrency Purchase Agreements,” and together with the Cash Purchase Agreements, the “Purchase Agreements”) with certain investors (the “Cryptocurrency Purchasers,” and together with the Cash Purchasers, the “Purchasers”) pursuant to which the Company agreed to sell to the Cryptocurrency Purchasers in a private placement (the “Cryptocurrency Offering,” and together with the Cash Offering, the “2025 PIPE Offerings”) (i) pre-funded warrants to purchase shares of Class A common stock at an offering price of $
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Clear Street LLC (“Clear Street”) served as lead placement agent and Maxim Group LLC (“Maxim”) served as co-placement agents in the 2025 PIPE Offerings, pursuant to the terms of a placement agency agreement and received aggregate compensation of $
The aggregate gross proceeds to the Company were $
September 2025 Advisory Warrants
On September 15, 2025, the Company entered into a Strategic Advisory Agreement (the “Strategic Advisory Agreement”) with Pantera Capital Management LP, a Delaware limited partnership (“Pantera”) and Summer Wisdom Holdings Limited (“Summer” and with Pantera, the “Advisors”). In connection with the closing of the 2025 PIPE Offerings, on September 18, 2025, the Company issued warrants to purchase
Pursuant to the Strategic Advisory Agreement, Pantera and Summer agreed not to sell, transfer, pledge, hedge, or otherwise dispose of any shares underlying the Strategic Advisory Warrants for
Warrant inducement
On January 21, 2025, the Company entered into warrant exercise inducement offer letters (the “Inducement Letters”) with certain holders (the “Holders”) of its existing 2024 Public Warrants to purchase shares of the Company’s Class A common stock (the “Existing Warrants”), pursuant to which the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of
On April 21, 2025, stockholder approval was obtained for the issuance of the Inducement Warrants at the Company’s annual meeting of stockholders.
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2025 At-The-Market Offering
On September 15, 2025, the Company entered into a Sales Agreement (the “2025 Sales Agreement”) with Clear Street and Maxim, as co-sales agents, to create an at-the-market offering program (the “2025 ATM”) under which the Company may offer and sell shares with an aggregate offering price of up to $
2023 At-The-Market Offering
On June 23, 2023, the Company entered into a Sales Agreement (the “2023 Sales Agreement”) with Roth to create an at-the-market offering program (the “2023 ATM”) under which the Company may offer and sell shares with an aggregate offering price of up to $
The following table provides a roll-forward of the number of shares of Class A common stock underlying warrants issued during the three months ended March 31, 2026 and the three months ended March 31, 2025:
| 2025 | | 2025 Stapled | | Base Advisor | | 2022 Public | | 2025 Common Warrants | | Other Equity | | Total | |
Classification | Equity(1) | Equity(1) | Equity(1) | Liability | Liability | Equity(1) | ||||||||
Exercise Price ($) | Various(2) | |||||||||||||
Expiration Date | N/A | Various(5) | Oct-30 | Aug-2027 | Dec-2027 | Various(3) | ||||||||
Balance at December 31, 2024 | - | - | - | | - | | | |||||||
Issuances | - | - | - | - | - | | | |||||||
Exercises | - | - | - | - | - | ( | ( | |||||||
Expirations | - | - | - | - | - | ( | ( | |||||||
Balance at March 31, 2025 | - | - | - | | - | | | |||||||
Issuances | | | | - | | | | |||||||
Exercises | ( | - | - | ( | ( | ( | ( | |||||||
Exercised but not issued(4) | ( | - | - | - | - | - | ( | |||||||
Expirations | - | - | - | - | - | ( | ( | |||||||
Balance at December 31, 2025 | | | | | | | | |||||||
Exercises | ( | - | - | - | - | - | ( | |||||||
Expirations | - | - | - | - | - | ( | ( | |||||||
Balance at March 31, 2026 | | | | | | | |
| (1) | The Company’s outstanding equity-classified warrants as of March 31, 2026 have a weighted average exercise price of $ |
| (2) | Exercise prices for outstanding other equity warrants as of March 31, 2026 range from $ |
| (3) | Expiration dates for outstanding other equity warrants as of March 31, 2026 range from April 2027 to April 2030. |
| (4) | As of December 31, 2025, the Company received formal notice of exercise from the holder and shares were issued in January 2026. |
| (5) | The Cash Stapled Warrants have an expiration of June 2028 and the Cryptocurrency Stapled Warrants have an expiration of July 2028 |
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8. STOCK-BASED COMPENSATION
The Company may issue stock-based compensation awards under the Company’s 2022 Equity Incentive Plan (as amended, the “2022 Plan”) or the Company’s 2021 Inducement Plan (as amended, the “Inducement Plan”), as described more fully in the Company’s Annual Report on Form 10 K for the year ended December 31, 2025 filed with the SEC on March 31, 2026.
On May 30, 2024, the Board adopted a First Amendment (the “Amendment”) to the 2022 Plan. On June 27, 2024, at the annual meeting of stockholders, the stockholders of the Company approved the Amendment. Pursuant to the terms and conditions of the Amendment, the 2022 Plan was amended to increase the aggregate number of shares of Class A common stock that may be issued under the 2022 Plan to
As of March 31, 2026, the remaining shares available for grant were
During the three months ended March 31, 2026, the Company granted
The grant date fair values of the stock options were estimated using the Black-Scholes option pricing model using the following weighted average assumptions:
| | Three Months Ended March 31, |
| |||||
| 2026 | | 2025 | |||||
Risk-free interest rate | | % | | % | ||||
Expected volatility |
| | % |
| | % | ||
Expected term (years) |
|
| ||||||
Expected dividend yield |
| % |
| % | ||||
Fair value, per share | $ | | $ | | ||||
The following table summarizes nonvested RSU activity during the three months ended March 31, 2026:
| | Weighted Average | |||
Grant Date | |||||
Shares | Fair Value | ||||
Nonvested as of December 31, 2025 |
| — | $ | — | |
Granted |
| |
| | |
Vested |
| ( |
| | |
Nonvested as of March 31, 2026 |
| | $ | | |
16
As of March 31, 2026, there were an aggregate of
Total stock-based compensation expense was as follows (in thousands):
| Three Months Ended | |||||
March 31, | ||||||
2026 | 2025 | |||||
Cost of sales | $ | — | $ | | ||
Selling, general and administrative | | | ||||
Research and development | — | | ||||
Total stock-based compensation expense | $ | | $ | | ||
As of March 31, 2026, the total remaining unrecognized compensation expense related to nonvested stock options was $
9. BASIC AND DILUTED LOSS PER SHARE
The table below presents the computation of basic and diluted loss per share (in thousands, except share and per share information):
Three Months Ended | ||||||
March 31, | ||||||
2026 | | 2025 | ||||
Basic and diluted: | |
| | |||
Net loss available to common stockholders | $ | ( | $ | ( | ||
Weighted average common shares outstanding — (1)(2) |
| |
| | ||
Loss per share | $ | ( | $ | ( | ||
| (1) | The weighted average number of common shares outstanding as of March 31, 2025 includes the Abeyance Shares from the exercise of the Existing Warrants, the exercise of which was fully paid by the Holders and requires no further consideration for the delivery of the shares of Class A common stock. Therefore, the Abeyance Shares are included in the computation of basic and diluted loss per share as of the exercise date. The Abeyance Shares were subsequently issued at the direction of the Holder. |
| (2) | In September 2025, in connection with the 2025 PIPE Offerings, the Company issued and sold 2025 Pre-funded Warrants exercisable for an aggregate of |
The following outstanding securities, presented based on amounts outstanding as of the end of each period, were not included in the computation of diluted net loss per share for the periods indicated, as they would have been anti-dilutive due to the net loss in each period.
Three Months Ended | ||||
March 31, | ||||
2026 | | 2025 | ||
Stock options | | | ||
Restricted stock units | | — | ||
Warrants | | | ||
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10. RELATED PARTIES
Strategic Advisory Agreement
In connection with the 2025 PIPE Offerings, the Company entered into the Strategic Advisory Agreement with Pantera and Summer. Under the terms of the agreement, the Advisors will provide strategic advisory services in connection with the expansion and diversification of the Company’s core business through integration of cryptocurrency and digital asset strategies in its product offerings and as part of its SOL treasury management strategy for
During the three months ended March 31, 2026 the Company recognized pass-through expenses from Summer of $
Trading Advisory Agreement
In connection with the 2025 PIPE Offerings, the Company entered into a Trading Advisory Agreement (the “Trading Advisory Agreement”) with Pantera, pursuant to which the Company engaged Pantera to manage the investment of substantially all of Company’s digital assets, digital asset derivatives, cash and other assets for an initial term of ten (
During the three months ended March 31, 2026 the Company recognized $
11. INCOME TAXES
The Company accounts for income taxes in interim periods using the estimated annual effective tax rate method. Under this method, the Company estimates its annual effective tax rate for the full fiscal year and applies that rate to year-to-date pre-tax income or loss, and records discrete tax items in the period in which they occur. The Company’s effective income tax rate for the three months ended March 31, 2026 and twelve months ended December 31, 2025 was
The Company continues to assess the realizability of its deferred tax assets at each reporting date. Based on the weight of available evidence, management concluded that it is not more likely than not that the Company’s net deferred tax assets will be realized and, accordingly, the Company continues to maintain a full valuation allowance as of March 31, 2026.
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12. SUBSEQUENT EVENTS
Share Purchase Agreement
On March 17, 2026, Solana Company (Hong Kong) Limited entered into a share purchase agreement to acquire, directly or indirectly, all of the issued share capital of a Hong Kong trust company. The acquisition is anticipated to close in the second quarter of 2026, subject to the satisfaction of regulatory approvals and other customary closing conditions. The total purchase price for the acquisition is $
Sale of PoNS Assets
On April 8, 2026, the Company entered into and closed a purchase and sale agreement with Bioness Medical, Inc. (the “Buyer”), pursuant to which the Company sold the assets related to its Portable Neuromodulation Stimulator (“PoNS “) business to the Buyer (the “PoNS Asset Sale”), and the Buyer assumed certain liabilities related to the PoNS business. The purchase price of the PoNS Asset Sale consisted of an upfront payment of $
In connection with the PoNS Asset Sale, in April 2026, the Company terminated the employment of certain employees supporting the PoNS business, for which severance was offered and paid to such employees totaling $
Registered Direct Offering
On April 27, 2026, the Company entered into securities purchase agreements (collectively, the “RDO Purchase Agreements”) with the purchasers named therein (the “Purchasers”), pursuant to which the Company issued and sold to the Purchasers, in a registered direct offering (the “Registered Direct Offering”),
In connection with the Registered Direct Offering, the Company entered into put option agreements (collectively, the “Put Option Agreements”) with the Purchasers pursuant to which the Company granted each Purchaser the right to require the Company to repurchase all or a portion of the shares of Class A common stock it purchased in the Registered Direct Offering at a price per share equal to the Offering Price plus an amount that would result in an internal rate of return of
Stock Repurchase Program
Subsequent to March 31, 2026, pursuant to the Company’s Stock Repurchase Program, see Note 7, the Company repurchased
Executive Separations and Appointments
On May 12, 2026, the Company and Dane C. Andreeff entered into a separation agreement whereby Mr. Andreeff separated from the Company and resigned from the Board and from his positions as the Company’s Chief Executive Officer and President, and principal executive officer. Pursuant to the separation agreement, Mr. Andreeff is entitled to receive a separation payment of $
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On May 12, 2026, the Board appointed Joseph Chee, the Company’s Executive Chairman, as the Company’s Chairman and Chief Executive Officer and President, and principal executive officer, effective as of May 12, 2026. Mr. Chee’s new role as Chairman supersedes his prior role as the Company’s Executive Chairman.
On May 12, 2026, the Company and Jeffrey Mathiesen entered into a separation agreement whereby Mr. Mathiesen separated from the Company and resigned as the Company’s Chief Financial Officer, Treasurer and Secretary, and principal financial officer and principal accounting officer. Pursuant to the separation agreement, Mr. Mathiesen is entitled to receive a separation payment of $
On May 12, 2026, the Board appointed Agustina “Madelene” Gani Tjandrasuwita, the Company’s Chief Operating Officer and Deputy Financial Officer, as the Company’s Chief Financial Officer, Treasurer and Secretary, and principal financial officer and principal accounting officer, effective as of May 12, 2026. Ms. Tjandrasuwita’s new role as Chief Financial Officer supersedes her prior role as Deputy Chief Financial Officer.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless otherwise specified or the context otherwise requires, references to “we,” “us,” “our,” or “Company” mean Solana Company, and its wholly owned operating subsidiaries, Solana Company (Hong Kong) Limited, Marvel Operations Corp., Helius Medical, Inc., Helius Medical Technologies (Canada), Inc. and Revelation Neuro, Inc. The unaudited condensed consolidated financial statements and this Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q (“Form 10-Q”) should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2025, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026 (the “2025 10-K”). All financial information is stated in U.S. dollars unless otherwise specified. Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
FORWARD-LOOKING STATEMENTS
This Form 10-Q includes forward-looking statements that involve risks and uncertainties, including statements regarding the Company’s market, strategy, competition, capital needs, business plans and expectations. All statements contained in this Form 10-Q, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the negative of such terms or other comparable terminology.
The forward-looking statements in this Form 10-Q include but are not limited to statements relating to: expected benefits and implementation of our digital asset treasury strategy; expected staking, yield and broader opportunities across the Solana ecosystem; our expected token treasury growth; the potential tokenization of our Class A common stock; the anticipated terms of custody arrangements; prospects and potential benefits of the Solana Foundation; our future growth and operational progress; our compliance with Nasdaq requirements; the impacts of the current global macroeconomic environment on our sufficiency of cash and availability of funds and operating costs; our market awareness; our ability to compete effectively; our future expenses and cash flow; our ability to become profitable; our future financing arrangements; and any future stock price. Such forward-looking statements involve risks and uncertainties, known and unknown, including capital requirements to achieve the our business objectives, expected benefits and implementation of our digital asset treasury strategy, expected staking, yield and broader opportunities across the Solana ecosystem; our expected token treasury growth, the impact on the Company of global macroeconomic conditions including risks related to logistics challenges, labor shortages, disruptions in the banking system and financial markets, high levels of inflation and high interest rates on our ability to operate our business and access capital markets, the success of our business plan, our operating costs and use of cash, our ability to achieve significant revenues and other factors discussed in the section entitled “Risk Factors”.
Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions at the time they were made, they are subject to risks and uncertainties, known and unknown, which could cause actual results and developments to differ materially from those expressed or implied in such statements. Forward-looking statements are not guarantees of future performance and actual results may differ significantly from such forward-looking statements.
You should refer to the “Risk Factors” section of this Form 10-Q for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all.
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These forward-looking statements speak only as of the date of this Form 10-Q. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information become available in the future. You should, however, review the factors and risks and other information we describe in the reports we will file from time to time with the SEC after the date of this Form 10-Q.
Company Overview
We are a listed digital asset treasury (“DAT”) dedicated to acquiring and holding Solana tokens (“SOL”). Our 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.
Strategic digital asset reserves like SOL lay the groundwork for a future where global payments, credentialing, and personalized learning can be powered by decentralized infrastructure, enhancing how we grow our company. We believe that SOL represents a uniquely scalable, high-performance blockchain platform that aligns with our long-term vision of integrating innovative technologies into our services. By investing in and participating in the SOL ecosystem, we aim to both enhance our digital asset treasury strategy and create strategic optionality for product innovation in our core business.
Recent Developments
Registered Direct Offering
On April 27, 2026, we entered into securities purchase agreements (collectively, the “RDO Purchase Agreements”) with the purchasers named therein (the “Purchasers”), pursuant to which we issued and sold to the Purchasers, in a registered direct offering (the “Registered Direct Offering”), 3,076,922 shares of our Class A common stock. The offering price of each share of Class A common stock was $2.60 per share (the “Offering Price”). The Registered Direct Offering closed on April 29, 2026. The net proceeds to us from the Registered Direct Offering were $7.9 million.
In connection with the Registered Direct Offering, we entered into put option agreements (collectively, the “Put Option Agreements”) with the Purchasers pursuant to which we granted each Purchaser the right to require us to repurchase all or a portion of the shares of Class A common stock it purchased in the Registered Direct Offering at a price per share equal to the Offering Price plus an amount that would result in an internal rate of return of 7.0% per annum (collectively, the “Put Options”). The Put Options may be exercised in connection with the occurrence of certain qualifying events, including the 12-month and 18-month anniversaries of the closing of the Registered Direct Offering, a failure of our net debt to total capitalization ratio to remain at or below 30%, or a suspension or halt of trading in the Class A common stock on the applicable trading market exceeding a specified number of consecutive trading days or the issuance of a delisting notice.
PoNS Asset Sale
On April 8, 2026, we entered into and closed a purchase and sale agreement with Bioness Medical, Inc. (the “Buyer”), pursuant to which we sold the assets related to its Portable Neuromodulation Stimulator (“PoNS “) business to the Buyer (the “PoNS Asset Sale”), and the Buyer assumed certain liabilities related to the PoNS business. The purchase price of the PoNS Asset Sale consisted of an upfront payment of $5 million, and the right to receive post-closing cash earnout payments of up to $20 million in the aggregate based on a specified formula that takes into account the revenues of the PoNS business through the 2028 fiscal year.
In connection with the PoNS Asset Sale, in April 2026, the Company terminated the employment of certain employees supporting the PoNS business, for which severance was offered and paid to such employees totaling $1.4 million.
22
Regulatory Update
In March 2026, the SEC and CFTC jointly issued an interpretive release (the “Release”) classifying certain digital assets—including SOL—as “digital commodities” that are not themselves securities under the Federal securities laws. The Release provides that secondary market transactions involving such non-security crypto assets do not constitute securities transactions where purchasers would not reasonably expect the issuer's representations or promises to engage in essential managerial efforts from which purchasers would reasonably expect to derive profits to remain connected to the non-security crypto asset. The Release further interprets that certain activities, including protocol staking, do not involve the offer and sale of securities under specified circumstances. However, the Release does not constitute formal rulemaking and does not have the force of law, and the regulatory characterization of SOL and related activities therefore remains subject to ongoing development.
Material Trends and Uncertainties
Our historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, due to the recent deployment of our new blockchain-native treasury management business, primarily with Solana tokens. As a result, the periods presented in our historical financial statements may not be comparable to one another and our future results of operations and financial results may differ.
Price of SOL
Our treasury management business is expected to be heavily dependent on the price of SOL, which has historically experienced significant volatility. As of March 31, 2026, our total SOL exposure, that we held directly in our accounts or indirectly, was 2,331,610 SOL, valued at $193.8 million based on a market price of $83.12 per token. SOL is valued at fair value at the end of each reporting period, with changes in fair value recognized in net income. Refer to Note 3, Note 4 and Note 5 in the unaudited condensed consolidated financial statements for more details on the breakout of our SOL holdings and exposure. As a result, fluctuations in the price of SOL may significantly impact our results of operations.
23
Results of Operations
Three Months Ended March 31, 2026 compared to the Three Months Ended March 31, 2025
The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | | |||||||
| | 2026 | | 2025 | | Change | |||
Revenue: |
| |
| | | ||||
Staking revenue | $ | 3,417 | $ | — | $ | 3,417 | |||
Other revenue |
| 204 |
| 49 |
| 155 | |||
Total revenue |
| 3,621 |
| 49 |
| 3,572 | |||
Cost of revenue |
| 180 |
| 121 |
| 59 | |||
Gross profit (loss) | 3,441 | (72) |
| 3,513 | |||||
Operating expenses |
| |
| |
| | |||
General and administrative expenses |
| 5,189 |
| 3,939 |
| 1,250 | |||
Unrealized loss on digital assets and digital assets receivable | 89,198 |
| — | 89,198 | |||||
Realized loss on digital assets | 6,987 | — | 6,987 | ||||||
Unrealized loss on digital assets fund investment | 1,685 | — | 1,685 | ||||||
Total operating expenses |
| 103,059 |
| 3,939 |
| 99,120 | |||
Loss from operations |
| (99,618) |
| (4,011) |
| (95,607) | |||
Nonoperating income |
| |
| |
| | |||
Change in fair value of derivative liability |
| — | 109 |
| (109) | ||||
Other (expense) income | (181) | 64 |
| (245) | |||||
Nonoperating income, net |
| (181) |
| 173 |
| (354) | |||
Loss before provision for income taxes | (99,799) | (3,838) | (95,961) | ||||||
Provision for income taxes | — | — | — | ||||||
Net loss | $ | (99,799) | $ | (3,838) | $ | (95,961) | |||
Revenue
The increase in staking revenue in the first quarter of 2026 compared to the same period in the prior year was the result of our staked SOL earning staking yield.
Cost of Revenue
The cost of revenue for the first quarter of 2026 increased as compared to the same period in the prior year primarily due to the increase in staking revenue related costs.
General and Administrative Expenses
Selling, general and administrative expenses in the first quarter of 2026 increased as compared to the same period in prior year primarily due to a $0.9 million increase in professional fees due to increased legal and audit costs, a $0.7 million increase in trading advisory and custodian costs to support the DAT business, a $0.3 million increase in director and officer insurance, a $0.1 million increase in advertising costs partially offset by a $0.1 million decrease in employee wages and benefits partially offset by a $0.5 million decrease in stock-based compensation, and a $0.1 million decrease in franchise tax.
Unrealized loss on digital assets and digital assets receivable
The unrealized loss on digital assets represents the unrealized mark-to-market for our digital asset holdings to record digital assets at fair value due to the decline in value of SOL.
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Realized loss on digital assets
The realized loss on digital assets represents the loss realized on sales of SOL with proceeds utilized to repurchase shares and fund operating expenses.
Unrealized loss on digital assets fund investment
The unrealized loss on digital assets fund investment represents the unrealized mark-to-market for our digital asset fund investment holdings to record digital asset investment fund at fair value due to the decline in value of SOL.
Nonoperating income (expense)
Change in Fair Value of Derivative Liability
Change in fair value of derivative liability in the first quarter of 2026 decreased as compared with the same period in the prior year due the derivative liability balance being reclassified into equity in the prior year.
Other (Expense) Income
Other (expense) income in the first quarter of 2026 was primarily attributable to dividend income earned on investments of excess cash in money market mutual funds offset by foreign exchange loss due to fluctuations in the Canadian to U.S. dollar exchange rates.
Liquidity and Capital Resources
The following table summarizes our cash and cash equivalents and working capital as of the end of the periods indicated in the table below (in thousands):
| March 31, | December 31, | ||||
2026 | 2025 | |||||
Cash and cash equivalents | $ | 4,395 | $ | 7,282 | ||
Working capital | 25,027 | 28,139 | ||||
Prior to our recent financings, our primary source of liquidity have been our operations. The primary demand on our working capital has historically been operating losses. Historically, our sources of liquidity have been adequate to satisfy working capital requirements arising in the ordinary course of business. Following our strategic pivot to a DAT strategy in September 2025, our liquidity profile has fundamentally changed. We anticipate that our current liquidity and financial resources will remain adequate to manage our operating and financial requirements through at least May 2027. This assessment assumes that we will be able to liquidate digital assets in amounts and at times necessary to meet our obligations, which may not be possible during periods of market stress or reduced liquidity. Additionally, our liquidity assessment does not account for potential margin calls or collateral requirements that may arise from potential DeFi activities, lending arrangements, or borrowing against pledged SOL.
Our ability to maintain adequate liquidity depends on various factors including the market value of our digital assets, our ability to liquidate digital assets when needed, the parameters of our share repurchase program and our ongoing operating expenses. If we have the opportunity to make a strategic acquisition or an investment in a product or partnership, we may require additional capital beyond our current cash balance to fund the opportunity. We may need to raise additional capital through equity or debt financings. There can be no assurance that we will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to us.
In December 2025 and January 2026, we executed open market purchases of our Class A common stock under our stock repurchase program totaling 1,603,971 shares at an average cost of $2.20 per share for an aggregate cost of $3.5 million, inclusive of fees. See Note 8 to our unaudited condensed consolidated financial statements.
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Cash Flows
The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025 (in thousands):
Three Months Ended March 31, | |||||||||
| 2026 | | 2025 | | Change | ||||
Net cash used in operating activities | $ | (4,831) | $ | (3,536) | $ | (1,295) | |||
Net cash provided by investing activities |
| 5,468 |
| — |
| 5,468 | |||
Net cash provided by financing activities |
| (3,524) |
| 3,557 |
| (7,081) | |||
Net (decrease) increase in cash and cash equivalents | $ | (2,887) | $ | 21 | $ | (2,908) | |||
Operating Activities
The higher level of cash used in operating activities in the three months ended March 31, 2026 primarily resulted from increases in selling, general and administrative expenses as compared to the same period in the prior year.
Investing Activities
Our investing activities in the three months ended March 31, 2026 primarily related to the sale of SOL as we redeployed capital for repurchases of our Class A common stock under our stock repurchase program and operating expenses.
Financing Activities
During the three months ended March 31, 2026, $3.5 million was used to repurchase shares of our Class A common stock under our stock repurchase program. During the three months ended March 31, 2025, $3.5 million in net proceeds were generated from entering into a warrant inducement with current warrant holders and net proceeds of $0.1 million from issuance and sales of shares in at-the-market offerings.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements that have been prepared in accordance with U.S. GAAP. This preparation requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities.
Our critical accounting estimates are described in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” of our 2025 10-K. There have been no changes in critical accounting estimates in the current year from those described in our 2025 10-K.
Recently Issued Accounting Pronouncements
Information regarding recently issued accounting pronouncements is included in Note 2 to the unaudited condensed consolidated financial statements.
Related Party Transactions
For information on related party transactions and their financial impact, see Note 10 to the unaudited condensed consolidated financial statements contained herein.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
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ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, under the direction of our Chief Executive Officer and our Chief Financial Officer, we have evaluated our disclosure controls and procedures as of the end of the period covered by this Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report. Our management has concluded that the unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with generally accepted accounting principles.
Changes in Internal Control over Financial Reporting
There has not been any change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are subject to litigation and claims arising in the ordinary course of business. We are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results or financial condition.
Item 1A. Risk Factors
Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. Except as set forth below, during the three months ended March 31, 2026, our risk factors have not changed materially from those risk factors previously disclosed in our 2025 10-K. In April 2026, we sold the assets related to our PoNS business, as discussed in more detail in Note 12 to the unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. Following such sale, we no longer view the risks and uncertainties disclosed in our 2025 10-K related to the PoNS business as material to our business.
Except as set forth above, the risks described in our 2025 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales
There were no unregistered sales of the Company’s equity securities during the three months ended March 31, 2026 that were not previously reported on a Current Report on Form 10-Q.
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Stock Repurchases
During the three months ended March 31, 2026, we executed open market purchases of approximately 1,603,971 shares at an average cost of $2.20 per share for an aggregate cost of $3.5 million, inclusive of fees and commissions under our authorized stock repurchase program. As of March 31, 2026, approximately $96.5 million remained available for future purchases under our stock repurchase program.
(a) | (b) | (c) | (d) | |||||||
Period | | Total number of shares purchased(1) | | Average price paid per share(2) | | Total number of shares purchased as part of publicly announced plans or programs(3) | | Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)(4) | ||
January 1 – January 31, 2026 |
| 233,528 | $ | 2.93 | 233,528 | $ | 99.3 | |||
February 1 – February 28, 2026 |
| 815,156 |
| 2.08 | 815,156 | 97.6 | ||||
March 1 – March 31, 2026 | 555,287 | $ | 2.07 | 555,287 | $ | 96.5 | ||||
Total |
| 1,603,971 | 1,603,971 | |||||||
| (1) | All the shares of Class A common stock purchased recorded in this column were purchased pursuant to our publicly announced stock repurchase program. |
| (2) | Average price paid per share of Class A common stock includes brokerage commissions. |
| (3) | In November 2025, our Board of Directors authorized a stock repurchase program permitting us to purchase up to $100 million of our Class A common stock. Repurchases may be made from time to time through open-market purchases, block trades, and/or privately negotiated transactions (including accelerated share repurchases), and may include Rule 10b5-1 trading plans. Any repurchase will be executed in compliance with Rule 10b-18 of the Securities Exchange Act of 1934. We may determine the timing, amount and method of repurchases based on market conditions, share price, legal and regulatory requirements, and other considerations in its sole discretion. The program does not obligate us to repurchase any specific number of shares and may be modified, suspended or terminated at any time. |
| (4) | The dollar amount shown represents, as of the end of each period, the approximate dollar value of shares of our Class A common stock that may yet be purchased under the $100 million authorization, exclusive of any brokerage commissions. |
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans – Directors and Section 16 Officers
During the three months ended March 31, 2026,
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Resignation of Dane C. Andreeff as Chief Executive Officer and President
On May 12, 2026, the Company and Dane C. Andreeff entered into a separation agreement (the “Andreeff Separation Agreement”) whereby Mr. Andreeff separated from the Company and resigned from the Board of Directors and from his positions as the Company’s Chief Executive Officer and President, and principal executive officer. Such resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Pursuant to the Andreeff Separation Agreement, Mr. Andreeff is entitled to receive a separation payment of $3,000,000 within five (5) business days after the effective date of the Andreeff Separation Agreement, which amount is, among other things, in lieu of any obligations under Mr. Andreeff’s Employment Agreement and any bonus previously promised to Mr. Andreeff either orally or in writing. In exchange for the consideration provided to Mr. Andreeff pursuant to the Andreeff Separation Agreement, Mr. Andreeff agreed to waive and release any claims in connection with Mr. Andreeff’s employment and separation from the Company. Mr. Andreeff must also continue to comply with the confidential information and invention assignment provisions set forth in Mr. Andreeff’s employment agreement with the Company.
The foregoing description of the Andreeff Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Andreeff Separation Agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated by reference herein.
Appointment of Joseph Chee as Chairman and Chief Executive Officer and President
On May 12, 2026, the Board of Directors appointed Joseph Chee, the Company’s Executive Chairman, as the Company’s Chairman and Chief Executive Officer and President, and principal executive officer, effective as of May 12, 2026. Mr. Chee’s new role as Chairman supersedes his prior role as the Company’s Executive Chairman.
Mr. Chee, aged 54, has served as the Company’s Executive Chairman since September 2025. He has been a Founder of Summer Capital Limited since August 2017 and has served as the Chairman until October 2025. Summer Capital is an investment company dedicated to investing in early growth stage companies in “new economy” sectors such as fintech, blockchain infrastructure and application, consumption technology and healthcare. He has also served as the Vice Chairman of AMINA Bank AG, a company focused on providing a bridge between traditional finance and digital assets while operating as a FINMA-regulated cryptocurrency bank and offering services such as secure custody, crypto trading, staking, lending, asset management and tokenized products to professional investors, corporations, family offices and institutions globally, since April 2020. In addition, Mr. Chee is the founder of Summer Healthcare Fund, L.P. since February 2021 and Summer Everest Ecosystem Fund, L.P. since September 2023, both of which are investment companies focused on healthcare and biotechnology and blockchain ecosystem and financial technology. Prior to these positions, Mr. Chee was Head of Investment Banking and Head of Global Capital Markets, Asia at UBS AG. From 2000 to 2017, Mr. Chee held a number of positions in UBS AG. Mr. Chee has earned a Doctorate degree in applied finance from the University of Geneva, an Executive Master of Business Administration degree from Tsinghua University, a Master of Business Administration degree from New York University and a Bachelor’s degree in mechanical engineering from Stevens Institute of Technology.
The terms of the existing indemnification agreement between the Company and Mr. Chee will remain in effect, which requires, among other things, that the Company indemnify Mr. Chee, 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. A copy of the form of the Company’s standard form indemnification agreement for directors and officers was filed as Exhibit 10.2 to the Company’s Form 8-K, filed with the SEC on September 18, 2025.
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There are no arrangements or understandings between Mr. Chee and any other person pursuant to which he was elected as an officer of the Company. Mr. Chee does not have any family relationships with any of the Company’s directors or executive officers. Mr. Chee does not have a direct or indirect material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K that was not previously disclosed in the Company’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, filed with the SEC on April 10, 2026.
Resignation of Jeffrey Mathiesen as Chief Financial Officer, Treasurer and Secretary
On May 12, 2026, the Company and Jeffrey Mathiesen entered into a separation agreement (the “Mathiesen Separation Agreement”) whereby Mr. Mathiesen separated from the Company and resigned as the Company’s Chief Financial Officer, Treasurer and Secretary, and principal financial officer and principal accounting officer. Such resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Pursuant to the Mathiesen Separation Agreement, Mr. Mathiesen is entitled to receive a separation payment of $2,400,000 within five (5) business days after the effective date of the Mathiesen Separation Agreement, which amount is, among other things, in lieu of any obligations under Mr. Mathiesen’s Employment Agreement and any bonus previously promised to Mr. Mathiesen either orally or in writing. In exchange for the consideration provided to Mr. Mathiesen pursuant to the Mathiesen Separation Agreement, Mr. Mathiesen agreed to waive and release any claims in connection with Mr. Mathiesen’s employment and separation from the Company. Mr. Mathiesen must also continue to comply with the confidential information and invention assignment provisions set forth in Mr. Mathiesen’s employment agreement with the Company.
The foregoing description of the Mathiesen Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Mathiesen Separation Agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated by reference herein.
Appointment of Agustina Gani Tjandrasuwita as Chief Financial Officer, Treasurer and Secretary
On May 12, 2026, the Board of Directors appointed Agustina “Madelene” Gani Tjandrasuwita, the Company’s Chief Operating Officer and Deputy Chief Financial Officer, as the Company’s Chief Financial Officer, Treasurer and Secretary, and principal financial officer and principal accounting officer, effective as of May 12, 2026. Ms. Tjandrasuwita’s new role as Chief Financial Officer supersedes her prior role as Deputy Chief Financial Officer.
Agustina “Madelene” Gani Tjandrasuwita, aged 50, has served as the Company’s Chief Operating Officer and Deputy Chief Financial Officer since April 2026. Prior to joining the Company, from 2024 to 2026, Ms. Tjandrasuwita served as the Chief Financial Officer at Hedera Hashgraph, Inc., a decentralized blockchain company, where she was responsible for its financial transparency, revenue growth, risk management, governance, investor relations and global tax planning. From 2022 to 2024, Ms. Tjandrasuwita served as Head of Finance, Vice President at Aptos Labs Inc., a permissionless layer 1 blockchain company, where she oversaw financial deals, partnerships, token treasury management, and audit and tax matters. Prior to that, from 2021 to 2022, she served as Head of Finance, Vice President at Gemini (Nasdaq: GEMI), a publicly traded cryptocurrency exchange and custodian company, where she oversaw capital fundraise and IPO readiness matters. Before that, from 2018 to 2021, she served as Global Controller, Head of Global Taxes at JUUL Labs, Inc., an American electronic cigarette company, where she led global controllership functions. Ms. Tjandrasuwita received her Bachelor of Business Administration degree from University of San Diego. She is a certified public accountant with an active license.
As previously disclosed, Ms. Tjandrasuwita entered into an employment agreement with the Company (the “Tjandrasuwita Employment Agreement”) in connection with her appointment as the Company’s Chief Operating Officer and Deputy Chief Financial Officer. A copy of the Tjandrasuwita Employment Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 9, 2026.
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The terms of the existing indemnification agreement between the Company and Ms. Tjandrasuwita will remain in effect, which requires, among other things, that the Company indemnify Ms. Tjandrasuwita, under the circumstances and the extent provided for therein, against certain expenses, judgements, fines and other amounts incurred by her as a result of being made party to certain actions, suits, claims and other proceedings, by reason of her status as a director, officer, employee, or agent of the Company or any other entity for which she was serving as a director, officer, employee or agent at the request of the Company. A copy of the form of the Company’s standard form indemnification agreement for directors and officers was filed as Exhibit 10.2 to the Company’s Form 8-K, filed with the SEC on September 18, 2025.
There are no arrangements or understandings between Ms. Tjandrasuwita and any other person pursuant to which she was elected as an officer of the Company. Ms. Tjandrasuwita does not have any family relationships with any of the Company’s directors or executive officers. Ms. Tjandrasuwita does not 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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Item 6. Exhibits
Exhibit No. | | Description of Exhibit |
3.1 | ||
3.2 | ||
3.3 | ||
3.4 | ||
3.5 | ||
3.6 | ||
3.7 | ||
3.8 | ||
3.9 | ||
4.1 | ||
4.2 | ||
10.1† | ||
10.2† | ||
10.3†# | Separation Agreement, dated as of May 12, 2026, by and between Solana Company and Dane C. Andreeff | |
10.4†# | Separation Agreement, dated as of May 12, 2026, by and between Solana Company and Jeffrey Mathiesen | |
31.1# | ||
31.2# | ||
32.1#* | ||
32.2#* | ||
101.INS# | Inline XBRL Instance Document | |
101.SCH# | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL# | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB# | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE# | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF# | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
104# | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
† Indicates a management contract or compensatory plan.
# | Filed herewith. |
* | These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
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SIGNATURES
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, thereunto duly authorized.
SOLANA COMPANY | ||
Dated: May 15, 2026 | By: | /s/ Chee Choon Wee |
Chee Choon Wee | ||
Chairman, Chief Executive Officer and President | ||
| ||
Dated: May 15, 2026 | By: | /s/ Agustina Gani Tjandrasuwita |
Agustina Gani Tjandrasuwita | ||
Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary | ||
Officer and Principal Accounting Officer) | ||
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Exhibit 10.3
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) is made by and between Dane C. Andreeff (“Employee”) and Solana Company, f/k/a Helius Medical Technologies, Inc. including all subsidiaries and affiliates (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
WHEREAS, Employee has been employed by the Company;
WHEREAS, Employee signed an employment agreement with the Company on June 14, 2021 (the “Employment
Agreement”);
WHEREAS, the Company has granted the Employee options to purchase shares of the Company’s common stock subject to the terms and conditions of the Company’s 2018 Omnibus Stock Incentive Plan and the 2022 Equity Incentive Plan and the Stock Option Agreement (collectively the “Stock Agreements”);
Whereas, the Parties have mutually agreed to terminate the existing employment relationship, and for Employee to resign from the Company’s Board of Directors (the “Board”), on the terms and conditions set forth in this Agreement; and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company;
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:
COVENANTS
Employee further specifically acknowledges and agrees that the consideration provided to Employee hereunder fully satisfies any obligation that the Company had to pay Employee wages or any other compensation for any of the services that Employee rendered to the Company, that the amount paid is in excess of any disputed wage claim that
Employee may have, that the consideration paid shall be deemed to be paid first in satisfaction of any disputed wage claim with the remainder sufficient to act as consideration for the release of claims set forth herein, and that Employee has not earned and is not entitled to receive any additional wages or other form of compensation from the Company.
a.any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b.any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c.any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d.any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Uniformed Services Employment and Reemployment Rights Act; the Florida Civil Rights Act; the Florida Whistleblower Protection Act; the Florida Workers’ Compensation Retaliation provision; and the Florida Minimum Wage Act;
e.any and all claims for violation of the federal or any state constitution;
f.any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
g.any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement.
Employee and the Company agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law, including any Protected Activity (as defined below). This release does not extend to any right Employee may have to unemployment compensation benefits or workers’ compensation benefits. This release does not release the Employee from any claims, rights or damages relating to material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, or otherwise arising under the Company’s Clawback Policy for the Recovery of Erroneously Awarded Compensation. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section.
(a)Employee has read this Agreement;
(b) | Employee has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Employee’s own choice or has elected not to retain legal counsel; |
(c) | Employee understands the terms and consequences of this Agreement and of the releases it contains; and |
(d)Employee is fully aware of the legal and binding effect of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
dane c. andreeff, an individual
Dated: May 12, 2026________________/s/Dane C. Andreeff
Dane C. Andreeff
Dated: May 12, 2026______________By /s/Joseph Chee
Joseph Chee
Executive Chairman
Exhibit 10.4
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) is made by and between Jeffrey S. Mathiesen (“Employee”) and Solana Company, f/k/a Helius Medical Technologies, Inc. including all subsidiaries and affiliates (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
WHEREAS, Employee has been employed by the Company;
WHEREAS, Employee signed an employment agreement with the Company on June 14, 2021 (the “Employment
Agreement”);
WHEREAS, the Company has granted the Employee options to purchase shares of the Company’s common stock subject to the terms and conditions of the Company’s 2018 Omnibus Stock Incentive Plan and the 2022 Equity Incentive Plan and the Stock Option Agreement (collectively the “Stock Agreements”);
Whereas, the Parties have mutually agreed to terminate the existing employment relationship on the terms and conditions set forth in this Agreement; and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company;
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:
COVENANTS
Employee further specifically acknowledges and agrees that the consideration provided to Employee hereunder fully satisfies any obligation that the Company had to pay Employee wages or any other compensation for any of the services that Employee rendered to the Company, that the amount paid is in excess of any disputed wage claim that Employee may have, that the consideration paid shall be deemed to be paid first in satisfaction of any disputed wage claim
with the remainder sufficient to act as consideration for the release of claims set forth herein, and that Employee has not earned and is not entitled to receive any additional wages or other form of compensation from the Company.
a.any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b.any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c.any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d.any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Uniformed Services Employment and Reemployment Rights Act; the Florida Civil Rights Act; the Florida Whistleblower Protection Act; the Florida Workers’ Compensation Retaliation provision; and the Florida Minimum Wage Act;
e.any and all claims for violation of the federal or any state constitution;
f.any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
g.any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement.
Employee and the Company agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law, including any Protected Activity (as defined below). This release does not extend to any right Employee may have to unemployment compensation benefits or workers’ compensation benefits. This release does not release the Employee from any claims, rights or damages relating to material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, or otherwise arising under the Company’s Clawback Policy for the Recovery of Erroneously Awarded Compensation. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section.
(a)Employee has read this Agreement;
(b) | Employee has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Employee’s own choice or has elected not to retain legal counsel; |
(c) | Employee understands the terms and consequences of this Agreement and of the releases it contains; and |
(d)Employee is fully aware of the legal and binding effect of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
Jeffrey S. Mathiesen, an individual
Dated: May 12, 2026________________/s/Jeffrey S. Mathiesen
Jeffrey S. Mathiesen
Dated: May 12, 2026_______________By /s/Joseph Chee
Joseph Chee
Executive Chairman
EXHIBIT 31.1
CERTIFICATIONS
I, Chee Choon Wee, certify that:
Date: May 15, 2026 | | /s/Chee Choon Wee |
| | Chee Choon Wee |
| | Chairman, Chief Executive Officer and President (Principal Executive Officer) |
| | |
EXHIBIT 31.2
CERTIFICATIONS
I, Agustina Gani Tjandrasuwita, certify that:
| | |
Date: May 15, 2026 | | /s/Agustina Gani Tjandrasuwita |
| | Agustina Gani Tjandrasuwita |
| | Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) |
| | |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
SOLANA COMPANY
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I am the Chief Executive Officer of Solana Company, a Delaware corporation (the “Company”). I am delivering this certificate in connection with the Form 10-Q of the Company for the quarter ended March 31, 2026 and filed with the Securities and Exchange Commission (“Form 10-Q”).
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, to the best of my knowledge, the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 15, 2026 | | /s/Chee Choon Wee |
| | Chee Choon Wee |
| | Chairman, Chief Executive Officer and President (Principal Executive Officer) |
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Solana Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
SOLANA COMPANY
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I am the Chief Financial Officer of Solana Company, a Delaware corporation (the “Company”). I am delivering this certificate in connection with the Form 10-Q of the Company for the quarter ended March 31, 2026 and filed with the Securities and Exchange Commission (“Form 10-Q”).
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, to the best of my knowledge, the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 15, 2026 | | /s/Agustina Gani Tjandrasuwita |
| | Agustina Gani Tjandrasuwita |
| | Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) |
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Solana Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.