Solana Company (HSDT) Proxy Filing summary

Executive summary

• A special virtual meeting is scheduled for May 23, 2025, to vote on four key proposals affecting capital structure and financing.

• Proposals include a reverse stock split, increase in authorized shares, approval for potential non-public financing issuances, and adjournment authorization if needed.

• The Board unanimously recommends voting in favor of all proposals to maintain Nasdaq listing and provide financial flexibility.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse split of Class A common stock at a ratio between 1-for-2 and 1-for-250, at the Board's discretion, to comply with Nasdaq's $1.00 minimum bid price requirement.

• Proposal 2: Approve an amendment to increase authorized common stock up to 800,000,000 shares, as determined by the Board.

• Proposal 3: Approve potential issuance of up to $18 million in common stock via non-public transactions, in line with Nasdaq Listing Rule 5635(d).

• Proposal 4: Authorize adjournment of the meeting to solicit more proxies if votes are insufficient for Proposals 1-3.

Board of directors and corporate governance

• The Board retains discretion to implement or abandon the reverse split within one year of approval.

• Board members and executive officers collectively own 22% of outstanding shares as of March 12, 2025.

• Board recommends voting FOR all proposals.