Solana Co S-1/A, filed Apr 26, 2024

Solana Co (HSDT)

S-1/A 2024-04-26

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

	Page
ABOUT THIS PROSPECTUS		1
PROSPECTUS SUMMARY		2
THE OFFERING		4
RISK FACTORS		9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		17
USE OF PROCEEDS		18
CAPITALIZATION		19
DILUTION		20
DIVIDEND POLICY		21
DESCRIPTION OF CAPITAL STOCK		22
DESCRIPTION OF SECURITIES WE ARE OFFERING		26
PLAN OF DISTRIBUTION		30
LEGAL MATTERS		35
EXPERTS		35
WHERE YOU CAN FIND MORE INFORMATION		36
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		36

PCT application	US Priority document(s) (filing date)	Foreign patents/ *patent applications
WO2016/089751A1 (PCT/US2015/062950)	14/559,080 (3 December 2014) 14/559,123 (3 December 2014) 14/559,118 (3 December 2014) 14/559,105 (3 December 2014)	AU2015355211B2 AU2017218934B2 AU2017276270B2 AU2018204184B2
Title: Systems and Methods for Providing Non-Invasive Neurorehabilitation of a Patient		AU2018247259B2 CA2969729C EP3226962B1 EP3662969B1 IL252648B
WO2016/089752A1 (PCT/US2015/062953)	14/557,787 (3 December 2014) 14/557,789 (3 December 2014) 14/559,045 (3 December 2014)	AU2015355212B2 AU2017228517B2 AU2019200175B2 AU2019246836B2
Title: Devices for Delivering Non-Invasive Neuromodulation to a Patient		CA2969731C EP3226961B1 EP19190373.1A* IL252649A0
WO2016/089795A1 (PCT/US2015/063059)	14/559,080 (3 December 2014) 14/559,123 (3 December 2014) 14/559,118 (3 December 2014) 14/559,105 (3 December 2014)	N/A
Title: Methods of Manufacturing Devices for the Neurorehabilitation of a Patient
WO2020/176954 (PCT/US2020/019853)	62/812,185 (28 February 2019)	AU2020228618A1* CA3131684A1* CN113728393A*
Title: Computer Systems and Methods for Enhancing Neurorehabilitation		EP20712806.7A* IL285901A* UK2596678B

Mark	Country	Registration Number	Application Number
PONS	U.S.	4,998,391	86978547
PONS	U.S.	5,845,725	86440699
PONS THERAPY	U.S.	7,219,613	97124824
HELIUS	U.S.	7,231,015	88443662
HELIUS MEDICAL	U.S.	pending	88443664
PONS	Australia	1923122	1923122

Mark	Country	Registration Number	Application Number
HELIUS	Canada	pending	1996550
PONS	Europe	15004799	15004799
PONS	Israel	306606	306606
PONS	New Zealand	1091833	1091833
PONS	Russia	634298	2015712398
PONS	Russia	674026	2010729117
PONS	Russia	653065	2017727589

	As of December 31, 2023 (in thousands)
	Actual			As adjusted
Cash and cash equivalents		$	5,182		$	12,292
Stockholders’ (deficit) equity:
Preferred Stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2023			—			—
Class A Common Stock, $0.001 par value, 150,000,000 shares authorized; actual 714,590 shares issued and outstanding as of December 31, 2023; as adjusted 2,516,391 shares issued and outstanding as of December 31, 2023			1			3
Additional paid-in capital			162,979			170,087
Accumulated other comprehensive loss			(673)			(673)
Accumulated deficit			(159,957)			(159,957)
Total stockholders’ equity		$	2,350		$	9,460

Assumed public offering price per share (attributing no value to the Public Warrants)	$	4.44
Net tangible book value per share as of December 31, 2023	$	3.25
Increase in as adjusted net tangible book value per share after this offering	$	0.50
Adjusted net tangible book value per share after giving effect to this offering	$	3.75
Dilution in adjusted net tangible book value per share to new investors	$	(0.69)

	Amount
SEC registration fee		$	4,797.00
FINRA filing fee		$	5,375.00
Printing expenses		$	50,000.00
Accounting fees and expenses		$	65,000.00
Legal fees and expenses		$	200,000.00
Transfer agent fees and expenses		$	2,000.00
Miscellaneous fees and expenses		$	2,828.00
Total		$	330,000.00

	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			Certificate of Amendment to Certificate of Incorporation, as corrected (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on August 16, 2023)
	3.5			Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Form 8-K filed March 15, 2024)
	4.1			Description of Registrant’s Securities (incorporated by reference to Exhibit 4.7 to the Form 10-K filed March 10, 2021)
	4.2**			Form of Series A Warrant
	4.3**			Form of Series B Warrant
	4.4**			Form of Pre-Funded Warrant
	4.5**			Form of Placement Agent Warrant
	4.6			Form of Warrant to purchase shares of common stock (incorporated by reference to Exhibit 4.1 to the Form 8-K filed August 9, 2022)
	4.7			Form of Public Warrant (incorporated by reference to Exhibit 4.1 to the Form S-1/A filed on August 4, 2022)
	4.8			Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Form S-1/A filed on July 26, 2022)
	4.9			Form of Warrant (incorporated by reference to Exhibit 4.1 to the Form S-1/A filed January 20, 2021)
	4.10			Form of Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed October 26, 2020)
	4.11			Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.2 to the Form S-1/A filed on July 26, 2022)
	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)

	Exhibit Number			Exhibit
	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)
	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)

	Exhibit Number			Exhibit
	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 4.5 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 4.6 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)
	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			Sales Agreement between Helius Medical Technologies, Inc. and Roth Capital Partners, LLC, dated June 23, 2023 (incorporated by reference to Exhibit 1.1 to the Form 8-K filed on June 23, 2023)
	10.21			Warrant Agency Agreement dated as of August 9, 2022 by and between Helius Medical Technologies, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.2 to the Form 8-K filed August 9, 2022)
	10.22			Warrant Agency Agreement dated as of February 1, 2021 by and between Helius Medical Technologies, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.2 to the Form 8-K filed February 1, 2021)
	10.23			Warrant Agency Agreement (incorporated by reference to Exhibit 4.2 to the Form S-1/A filed January 20, 2021)
	10.24**			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 Baker Tilly US, LLP
	23.2**			Consent of Honigman LLP (included in Exhibit 5.1 hereto)
	24.1			Power of Attorney (included on signature page hereto)
	107**			Filing Fee Table

Signature	Title	Date
/s/ Dane C. Andreeff Dane C. Andreeff	President, Chief Executive Officer (Principal Executive Officer) and Director	April 26, 2024
/s/ Jeffrey S. Mathiesen Jeffrey S. Mathiesen	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director	April 26, 2024
* Edward M. Straw	Director	April 26, 2024
* Sherrie Perkins	Director	April 26, 2024
* Paul Buckman	Director	April 26, 2024
* Blane Walter	Director	April 26, 2024

Warrant Shares:	Initial Exercise Date: ___, 2024
	Issue Date: ____, 2024

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Warrant Shares:	Initial Exercise Date: ____, 2024
	Issue Date: ___, 2024

Warrant Shares: _________		Initial Exercise Date: _________
		Issue Date: _______

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