Solana Company (HSDT) Proxy Filing summary

Executive summary

• Special meeting scheduled for October 30, 2025, to address five key proposals, including director election, warrant issuances, equity plan amendment, and potential adjournment.

• Board unanimously recommends voting in favor of all proposals.

• Meeting will be held virtually, with voting available online, by phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Election of Cosmo Jiang as a new director; if approved, Jeff Mathiesen will resign from the Board.

• Proposal 2: Approval of issuance of up to 11,091,178 shares upon exercise of Strategic Advisor Warrants to Pantera Capital and Summer Wisdom Holdings.

• Proposal 3: Approval of issuance of shares upon exercise of Cryptocurrency Pre-Funded and Stapled Warrants issued for SOL cryptocurrency in a private placement.

• Proposal 4: Amendment to the 2022 Equity Incentive Plan to add 4,000,000 shares for issuance.

• Proposal 5: Authorization to adjourn the meeting if more votes are needed for any proposal.

Board of directors and corporate governance

• Board reviews director independence annually; current Chair Joseph Chee and nominee Cosmo Jiang are not independent.

• Board leadership is separated between Chair and CEO for oversight effectiveness.

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

• Board met four times in 2024; all directors attended at least 75% of meetings.

• Insider Trading Compliance Policy and Code of Business Conduct and Ethics in place.