Solana Company (HSDT) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 21, 2025, to vote on five key proposals, including director elections, auditor ratification, warrant share issuance, a reverse stock split, and potential adjournment for additional proxy solicitation.

• The Board unanimously recommends voting in favor of all proposals and director nominees.

• Shareholders of record as of March 12, 2025, are entitled to vote, with 6,126,778 shares outstanding.

Voting matters and shareholder proposals

• Proposal 1: Elect six directors for one-year terms.

• Proposal 2: Ratify Baker Tilly US, LLP as independent auditor for 2025.

• Proposal 3: Approve issuance of up to 6,213,888 shares upon exercise of Series C and D warrants, per Nasdaq rules.

• Proposal 4: Approve a reverse stock split (1-for-2 to 1-for-30) to maintain Nasdaq listing.

• Proposal 5: Authorize adjournment to solicit more proxies if needed for Proposals 3 or 4.

Board of directors and corporate governance

• Six directors are nominated, with a mix of industry, financial, and operational expertise.

• Board leadership is separated between an independent Chair and the CEO.

• Four board meetings were held in 2024, with all directors attending at least 75% of meetings.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• The Board values diversity of perspectives and skills in its composition.