HSDT

Solana Co. 10-K Filing Summary

Business Context and Reporting Period

Company: Solana Co. (formerly Helius Medical Technologies, Inc.)
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Reporting Date: March 30, 2026

Solana Co. has pivoted from a neurotechnology company to a listed Digital Asset Treasury (DAT) dedicated to acquiring and holding Solana tokens (SOL). While the company retains its legacy business involving the Portable Neuromodulation Stimulator (PoNS) device for neurological wellness, the primary strategic focus is maximizing SOL per share through capital markets and on-chain opportunities. The company adopted this DAT strategy in September 2025 following significant private placement offerings.

Key Financial Metrics

Revenue Breakdown: Revenue increased primarily due to $5.47 million in staking revenue generated from SOL holdings. Product sales and other revenue remained relatively flat at $548,000.

Loss Drivers: The net loss was significantly impacted by non-cash items, including a $208.9 million unrealized loss on digital assets, $12.1 million in realized losses on digital assets, and $195.2 million in financing costs related to warrant issuances. These were partially offset by a $937.7 million gain from the change in fair value of derivative liabilities (stapled warrants).

Material Changes vs. Prior Period

• Strategic Pivot: Transitioned from a pure-play medical device company to a hybrid DAT/medical device model. The balance sheet is now heavily concentrated in SOL (approx. 85% of total assets).
• Capital Raise: Completed "2025 PIPE Offerings" in September 2025, raising approximately $518.4 million in gross proceeds (including cash and digital assets). This alleviated prior "substantial doubt" regarding the company's ability to continue as a going concern.
• Stock Structure: Executed two reverse stock splits in 2025 (1-for-15 in May and 1-for-50 in July) to regain compliance with Nasdaq listing standards.
• Financial Volatility: Introduced significant volatility to earnings due to the fair value accounting of SOL holdings and derivative liabilities.

Guidance, Outlook, and Risks

Outlook: Management intends to continue acquiring SOL, utilizing staking for yield (approx. 7% native yield), and exploring DeFi opportunities. The company has engaged Pantera Capital and Summer Wisdom Holdings as strategic advisors to manage the treasury strategy.

Key Risks:

• Asset Concentration: The vast majority of assets are held in SOL, exposing the company to extreme price volatility. A 33% decline in SOL price was noted in a subsequent event (March 2026), though not reflected in the year-end balance sheet.
• Regulatory Uncertainty: Risks regarding the classification of SOL as a security versus a commodity, potential reclassification as an "investment company," and evolving crypto regulations.
• Custody and Cybersecurity: Risks of theft, loss of private keys, or insolvency of third-party custodians holding the digital assets.
• Liquidity: A portion of SOL holdings are "Locked" or staked, subject to unbonding periods or contractual lock-ups through January 2028, which may limit immediate liquidity.

Investor Verification Checklist

• SOL Holdings Verification: Confirm the exact quantity of Unlocked vs. Locked SOL and the specific custodians holding the assets (currently two U.S.-based custodians).
• Derivative Liability Status: Verify the reclassification of stapled warrants from liability to equity and the impact on future earnings volatility.
• Subsequent Price Action: Review the post-balance sheet decline in SOL price (33% drop noted as of March 27, 2026) and its potential impact on current NAV.
• Going Concern Status: Confirm that the $374.9 million in net cash proceeds from the PIPE offering has sufficiently funded operations for the next 12 months.
• Medical Device Progress: Monitor the status of the FDA 510(k) submission for the PoNS device for stroke indications, filed in September 2025.