Solana Company (HSDT) Proxy Filing summary

Executive summary

• Special meeting called to elect a new director, approve warrant issuances, amend the equity plan, and allow adjournment if needed.

• Board recommends voting in favor of all proposals, emphasizing their importance for growth and alignment with Nasdaq rules.

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

Voting matters and shareholder proposals

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

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

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

• Proposal 4: Amend 2022 Equity Incentive Plan to add 4,000,000 shares for future awards.

• Proposal 5: Authorize adjournment of 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; Board met four times in 2024.

• Committees: Audit, Compensation, and Nominating/Governance, all with independent members except the Chair.

• Insider Trading Policy and Code of Business Conduct and Ethics in place, with quarterly blackout periods and pre-clearance for trades.