Solana Co S-1/A, filed Jul 27, 2022

Solana Co (HSDT)

S-1/A 2022-07-27

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

	ABOUT THIS PROSPECTUS					1
	PROSPECTUS SUMMARY					2
	THE OFFERING					4
	RISK FACTORS					9
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA					11
	USE OF PROCEEDS					12
	CAPITALIZATION					13
	DILUTION					14
	DIVIDEND POLICY					16
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					17
	DESCRIPTION OF SECURITIES WE ARE OFFERING					19
	PLAN OF DISTRIBUTION					21
	DESCRIPTION OF CAPITAL STOCK					23
	LEGAL MATTERS					27
	EXPERTS					27
	WHERE YOU CAN FIND MORE INFORMATION					27
	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE					27

	As of March 31, 2022 (in thousands)
	Actual			Pro Forma
Cash		$	6,310		$	19,935
Stockholders’ (deficit) equity:
Preferred Stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2022
Class A common stock, $0.001 par value, 150,000,000 shares authorized; 3,794,797 shares issued and outstanding as of March 31, 2022			4			22
Additional paid-in capital			149,834			163,441
Accumulated other comprehensive loss			(1,327)			(1,327)
Accumulated deficit			(141,381)			(141,381)
Total stockholders’ equity		$	7,130		$	20,755

Assumed public offering price per share (attributing no value to the Warrants)	$	1.03
Net tangible book value per share as of March 31, 2022	$	1.60
Decrease in pro forma net tangible book value per share after this offering	$	(0.53)
Pro forma net tangible book value per share after giving effect to this offering	$	1.07
Accretion in pro forma net tangible book value per share to new investors	$	0.04

	Beneficial Ownership(1)
Beneficial Owner	Number of Shares of Common Stock		Percent of Total
Columbus Capital Management LLC(2)		324,684		7.7%
AIGH Capital Management, LLC(3)		192,950		4.6%
Maple Leaf Capital I, LLC(4)		189,416		4.5%
Antonella Favit-Van Pelt(5)		9,500		*
Sherrie Perkins(6)		10,914		*
Edward M. Straw(7)		20,669		*
Mitchell E. Tyler(8)		30,712		*
Blane Walter(9)		22,876		*
Paul Buckman(10)		9,909		*
Jeffrey S. Mathiesen(11)		63,701		1.5%
Dane C. Andreeff(12)		419,729		9.4%
All current executive officers and directors as a group (8 persons)(13)		588,009		12.9%

	Amount
SEC registration fee		$	1,390.50
FINRA filing fee		$	2,750
Printing expenses		$	50,000
Accounting fees and expenses		$	55,000
Legal fees and expenses		$	200,000
Transfer agent fees and expenses		$	2,000
Miscellaneous fees and expenses		$	13,859.50
Total		$	325,000

	Exhibit Number			Exhibit
	3.1			Certificate of Conversion filed with the Delaware Secretary of State on July 18, 2018 (incorporated by reference to Exhibit 3.1 to the Form 10-Q filed August 9, 2018)
	3.2			Certificate of Incorporation, as corrected (incorporated by reference to Exhibit 3.1 to the Form 8-K filed October 30, 2018)
	3.3			Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 31, 2020)
	3.4			Bylaws as amended and restated (incorporated by reference to Exhibit 3.3 to the Form 10-Q filed August 9, 2018)
	4.1**			Form of Public Warrant
	4.2**			Form of Warrant Agency Agreement
	4.3**			Form of Pre-Funded Warrant
	5.1**			Opinion of Honigman LLP
	10.1			License Agreement between Advanced NeuroRehabilitation, LLC and Yuri Danilov, Mitchell Tyler, Kurt Kaczmarek and John Klus, dated June 29, 2011 (incorporated by reference to Exhibit 10.8 to the Amendment to Form S-1 filed with the SEC on September 23, 2014)
	10.2			Amended and Restated Patent Sub-License Agreement between Advanced NeuroRehabilitation, LLC and Helius Medical, Inc., having an effective date of January 22, 2013 (incorporated by reference to Exhibit 10.1 to the Form S-1 filed with the SEC on July 14, 2014)
	10.3			Second Amended and Restated Patent Sub-License Agreement between Advanced NeuroRehabilitation, LLC and Helius Medical, Inc, dated June 6, 2014, but having an effective date of January 22, 2013 (incorporated by reference to Exhibit 10.7 to the Form S-1 filed with the SEC on July 14, 2014)
	10.4			Design and Manufacturing Consultant Agreement between Helius Medical, Inc and Clinvue, LLC, dated January 30, 2013 (incorporated by reference to Exhibit 10.3 to the Form S-1 filed with the SEC on July 14, 2014)
	10.5			Commercial Development-to-Supply Program between Helius Medical, Inc and Ximedica, dated October 25, 2013 (incorporated by reference to Exhibit 10.4 to the Form S-1 filed with the SEC on July 14, 2014)
	10.6‡			Asset Purchase Agreement between the Company and A&B (HK) Company Limited, dated as of October 9, 2015 (Confidential information has been omitted and filed separately with the SEC. Confidential treatment has been granted with respect to this omitted information.) (incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the SEC on October 16, 2015)
	10.6.1			Amendment to Asset Purchase Agreement between the Company and A&B (HK) Company Limited, dated as of October 30, 2017 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on November 2, 2017)
	10.6.2			Supplemental Agreement to Asset Purchase Agreement dated October 9, 2015, between Helius Medical, Inc. and A&B (HK) Company Limited, dated as of August 15, 2018 (incorporated by reference to Exhibit 10.27 to the Form 10-K filed March 14, 2019)
	10.7*			Amended and Restated June 2014 Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the Form 10-Q filed with the SEC on November 9, 2017)
	10.7.1*			2014 Stock Incentive Plan Form of Option Grant Agreement (incorporated by reference to Exhibit 10.23.1 to the Transition Report on Form 10-K filed with the SEC on April 3, 2017)
	10.8*			2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.25 to the Transition Report on Form 10-K filed with the SEC on April 3, 2017)

	Exhibit Number			Exhibit
	10.8.1*			Amendment Number 1 to the 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.25.1 to the Transition Report on Form 10-K filed with the SEC on April 3, 2017)
	10.8.2*			Amendment Number 2 to the 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-8 filed with the SEC on May 18, 2017)
	10.8.3*			2016 Omnibus Incentive Plan Form of U.S. Option Grant Agreement (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-8 filed with the SEC on May 18, 2017)
	10.8.4*			2016 Omnibus Incentive Plan Form of Canada Option Grant Agreement (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-8 filed with the SEC on May 18, 2017)
	10.9*			2018 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed November 8, 2018)
	10.9.1*			2018 Omnibus Incentive Plan Form of Option Grant Agreement (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed November 8, 2018)
	10.9.2*			2018 Omnibus Incentive Plan Form of Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed November 8, 2018)
	10.9.3*			2018 Omnibus Incentive Plan Form of Option Grant Agreement – 2020 Retention Grant (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 7, 2020)
	10.9.4*			2018 Omnibus Incentive Plan Form of Stock Grant Notice and Award Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 7, 2021)
	10.9.5*			Amendment to the Helius Medical Technologies, Inc. 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 27, 2021)
	10.9.6*			2018 Omnibus Incentive Plan Form of Option Grant Agreement – Initial Grants to Dane C. Andreeff and Jeffrey S. Mathiesen (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on June 15, 2021)
	10.10*			Form of Indemnification Agreement (incorporated by reference to Exhibit 10.24 to the Form 10-K filed on March 10, 2021)
	10.11			Non-employee Director Compensation Policy (incorporated by reference to Exhibit 10.7 to the Form 10-Q filed on May 17, 2021)
	10.12*			Employment Agreement between Helius Medical Technologies, Inc. and Dane C. Andreeff, dated June 14, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 15, 2021)
	10.13*			Employment Agreement between Helius Medical Technologies, Inc. and Jeffrey S. Mathiesen, dated June 14, 2021 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on June 15, 2021)
	10.14*			Helius Medical Technologies, Inc. 2021 Inducement Plan (incorporated by reference to Exhibit 4.6 to the Form S-8 filed July 7, 2021)
	10.14.1*			Form of Stock Option Grant Notice, Option Agreement and Notice of Exercise under the Helius Medical Technologies, Inc. 2021 Inducement Plan (incorporated by reference to Exhibit 4.5 to the Form S-8 filed July 7, 2021)
	10.15*			Separation and Release Agreement between Helius Medical Technologies, Inc. and Joyce LaViscount, dated August 17, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on August 19, 2021)
	10.16			Purchase Agreement between Helius Medical Technologies, Inc. and Lincoln Park Capital Fund, LLC dated September 1, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 2, 2021)
	10.17			Registration Rights Agreement between Helius Medical Technologies, Inc. and Lincoln Park Capital Fund, LLC, dated September 1, 2021 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on September 2, 2021)

	Exhibit Number			Exhibit
	10.18*			Employment Agreement between Helius Medical Technologies, Inc. and Antonella Favit-Van Pelt, dated July 7, 2021 (incorporated by reference to Exhibit 10.31 to the Form S-1 filed on September 3, 2021)
	10.19*			Helius Medical Technologies, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 18, 2022)
	10.19.1*			Helius Medical Technologies, Inc. 2022 Equity Incentive Plan Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on February 18, 2022)
	10.20**			Form of Securities Purchase Agreement
	10.21**			Form of Placement Agency Agreement
	21.1			Subsidiaries of Helius Medical Technologies, Inc. (incorporated by reference to Exhibit 21.1 to the Form 10-K filed on March 14, 2022)
	23.1**			Consent of BDO USA, LLP
	23.2**			Consent of Honigman LLP (included in Exhibit 5.1 hereto)
	24.1			Power of Attorney (incorporated by reference to Exhibit 24.1 to the Form S-1 filed on July 12, 2022)
	107**			Filing Fee Table

Signature	Title	Date
/s/ Dane C. Andreeff Dane C. Andreeff	President, Chief Executive Officer (Principal Executive Officer) and Director	July 26, 2022
/s/ Jeffrey S. Mathiesen Jeffrey S. Mathiesen	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director	July 26, 2022
* Edward M. Straw	Director	July 26, 2022
* Sherrie Perkins	Director	July 26, 2022
* Paul Buckman	Director	July 26, 2022
* Blane Walter	Director	July 26, 2022
*By: /s/ Dane Andreeff Attorney-in-fact

Name:
	(Please Print)
Address:

	(Please Print)

Phone Number:

Email Address:

	Helius Medical Technologies, Inc.,

	By:
		Name:
		Title:

	AMERICAN STOCK TRANSFER & TRUST COMPANY LLC

	By:
		Name:
		Title:

Monthly Warrant Administration Fee (per Warrant Issue)	$	250.00

EXCHANGE OF WARRANTS INTO COMMON SHARES
Per Manual Exercise of Warrants (until established on DTC WARR System)	$	100.00

helius medical technologies, inc.		Address for Notice:

By:
	Name:	E-Mail:
	Title:
With a copy to (which shall not constitute notice):

Very truly yours,

Helius Medical Technologies, Inc.

	By:
		Name:
		Title:

	Name of Investing Entity:

	Signature of Authorized Signatory of Investing Entity:

	Name of Authorized Signatory: