Solana Co S-1, filed May 23, 2025

Solana Co (HSDT)

S-1 2025-05-23

View Original

Added on October 19, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

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

	Page
ABOUT THIS PROSPECTUS		1
PROSPECTUS SUMMARY		3
THE OFFERING		6
RISK FACTORS		9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		13
USE OF PROCEEDS		14
CAPITALIZATION		15
DILUTION		16
DESCRIPTION OF SECURITIES WE ARE OFFERING		18
PLAN OF DISTRIBUTION		23
DESCRIPTION OF CAPITAL STOCK		26
LEGAL MATTERS		38
EXPERTS		38
WHERE YOU CAN FIND MORE INFORMATION		39
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		39

(in thousands, except share amounts)	Actual			Pro Forma			Pro Forma As Adjusted
Assets
Cash and cash equivalents		$	1,109		$	2,265		$	14,305
Liabilities
Notes		$	0		$	880		$	0
Stockholders’ (deficit) equity
Preferred Stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding
Class A Common Stock, $0.001 par value, 150,000,000 shares authorized; actual: 408,406 shares issued and outstanding; pro forma: 496,416 shares issued and outstanding; pro forma, as adjusted: 3,944,691			0			0			4
Additional paid-in capital and shares to be issued			176,535			176,811			190,407
Accumulated deficit			(175,537)			(175,537)			(175,537)
Accumulated other comprehensive income			282			282			282
Total Stockholders’ Equity			1,280			1,556			15,156

Assumed public offering price per share of common stock and accompanying warrant			$	4.35
Net tangible book value per share at March 31, 2025	$	3.13
Pro forma adjustment to net tangible book value per share		(0.00)
Pro forma, net tangible book value per share after giving effect to the pro forma adjustments	$	3.13
Increase to pro forma net tangible book value per share attributable to this offering		0.54
Pro forma, as adjusted net tangible book value per share as of March 31, 2025, after giving effect to this offering				3.67
Dilution of pro forma, as adjusted net tangible book value per share to investors purchasing our common stock in this offering			$	0.68

	Amount
SEC registration fee		$	7,721.98
FINRA filing fee		$	8,065.63
Printing expenses		$	5,000.00
Accounting fees and expenses		$	50,000.00
Legal fees and expenses		$	250,000.00
Miscellaneous fees and expenses		$	29,212.39
Total		$	350,000.00

	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			Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on April 30, 2025)
	3.6			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 Common Warrant to Purchase Shares of Common Stock
	4.3**			Form of Placement Agent Warrant to Purchase Shares of Common Stock
	4.4**			Form of Pre-Funded Warrant

	Exhibit Number			Exhibit
	4.5			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)
	4.6			Form of Public Warrant (incorporated by reference to Exhibit 4.1 to the Form S-1/A filed on August 4, 2022)
	4.7			Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Form S-1/A filed on July 26, 2022)
	4.8			Form of Warrant (incorporated by reference to Exhibit 4.1 to the Form S-1/A filed January 20, 2021)
	4.9			Form of Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed October 26, 2020)
	4.10			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)
	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)

	Exhibit Number			Exhibit
	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 4.5 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)

	Exhibit Number			Exhibit
	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
	10.25**			Form of Securities Purchase 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	May 23, 2025
/s/ Jeffrey S. Mathiesen Jeffrey S. Mathiesen	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director	May 23, 2025
/s/ Edward M. Straw Edward M. Straw	Director	May 23, 2025
/s/ Sherrie Perkins Sherrie Perkins	Director	May 23, 2025
/s/ Paul Buckman Paul Buckman	Director	May 23, 2025
/s/ Blane Walter Blane Walter	Director	May 23, 2025

Name:	______________________________________
	(Please Print)

Address:	______________________________________
Phone Number: Email Address:	(Please Print) ______________________________________ ______________________________________
Dated: _______________ __, ______

Holder’s Signature:_________________________

Holder’s Address:__________________________

	Very truly yours,

	HELIUS MEDICAL TECHNOLOGIES, INC.

	A Delaware corporation

	By:
		Name:
		Title: