Solana Company (HSDT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 21, 2025, and will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders as of March 12, 2025, are eligible to vote on five key proposals, including director elections, auditor ratification, warrant share issuance, a reverse stock split, and potential adjournment.

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

Voting matters and shareholder proposals

• Proposal 1: Elect six directors for a one-year term until the 2026 annual meeting.

• Proposal 2: Ratify Baker Tilly US, LLP as the independent registered public accounting firm for 2025.

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

• Proposal 4: Approve a reverse split of Class A common stock at a ratio of 1-for-2 to 1-for-30, at the Board's discretion, to maintain Nasdaq listing.

• Proposal 5: Authorize adjournment of the meeting to solicit additional proxies if needed for Proposals 3 or 4.

Board of directors and corporate governance

• The Board consists of six members, with a mix of industry, financial, and operational expertise; four are independent under Nasdaq standards.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• The Board met four times in 2024, with all directors attending at least 75% of meetings.

• The Board is chaired by an independent director, and leadership structure is reviewed as needed.