HSDT on Nasdaq

Solana Co

Solana Co is a listed digital asset treasury.1 It is headquartered in Philadelphia, Pennsylvania.1 Its shares trade on Nasdaq under the symbol HSDT.1

Price unavailable

Last updated Oct 21, 2026.

Overview

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  • TickerHSDT on Nasdaq1
  • IndustryFinance Services1
  • HeadquartersPhiladelphia, Pennsylvania1
  • Incorporated inDE2
  • Business address1650 Market Street, Suite 3600, Philadelphia, Pa 191032
  • Filer categoryNon-accelerated filer, Smaller reporting company2
  • Legal formCorporation

We are a listed digital asset treasury (“DAT”) dedicated to acquiring and holding Solana tokens (“SOL”). Solana Company’s DAT objective is to maximize SOL per share through strategic use of capital markets and onchain opportunities, offering public market investors direct exposure to Solana.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

1006.8%Gross margin5
-44496.4%Operating margin5
-7461.7%Net margin5
5.4%Revenue growth, 20255
-13.6%Return on equity5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Product brought in 77% of the revenue Solana Co broke down this way in fiscal 2025.

  1. Product$420.0K577%down 12% from 2024
  2. Product and Service, Other$128.0K523%up 191% from 2024
Products and services by year
Products and services20242025
Product$476.0K$420.0K
Product and Service, Other$44.0K$128.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue2¢$500.0K
  • Research and development13¢$3.5M
  • Selling, general and admin85¢$23.1M

Out of $548.0K in revenue.5 The company lost money this year.

Financial statements

Revenue6789105$548.0K in 2025−63% since 2019
0$500.0K$1.0M$1.5M2019: $1.5M$1.5M20192020: $661.0K$661.0K2020−56%2021: $493.0K$493.0K2021−25%2022: $778.0K$778.0K2022+58%2023: $605.0K$605.0K2023−22%2024: $520.0K$520.0K2024−14%2025: $548.0K$548.0K2025+5%
Gross profit6789105$5.5M in 2025+749% since 2019
-$2.0M0$2.0M$4.0M$6.0M2019: $650.0K$650.0K20192020: $273.0K$273.0K2020−58%2021: $224.0K$224.0K2021−18%2022: $324.0K$324.0K2022+45%2023: $61.0K$61.0K2023−81%2024: -$62.0K-$62.0K20242025: $5.5M$5.5M2025
Operating income6789105-$243.8M in 2025+916% since 2019
-$300.0M-$200.0M-$100.0M02019: -$24.0M-$24.0M20192020: -$14.4M-$14.4M2020−40%2021: -$18.1M-$18.1M2021+26%2022: -$15.5M-$15.5M2022−14%2023: -$12.4M-$12.4M2023−20%2024: -$13.9M-$13.9M2024+12%2025: -$243.8M-$243.8M2025+1654%
Net income6789105-$40.9M in 2025+318% since 2019
-$60.0M-$40.0M-$20.0M02019: -$9.8M-$9.8M20192020: -$14.1M-$14.1M2020+44%2021: -$18.1M-$18.1M2021+28%2022: -$14.1M-$14.1M2022−22%2023: -$8.8M-$8.8M2023−37%2024: -$11.7M-$11.7M2024+33%2025: -$40.9M-$40.9M2025+248%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Staking revenue$5.5M
Product sales and other revenue$548.0K$520.0K
Total revenue$6.0M$520.0K
Cost of revenue$500.0K$582.0K
Gross profit (loss)$5.5M-$62.0K
Selling, general and administrative expenses$23.1M$10.2M
Research and development expenses$3.5M$3.7M
Unrealized loss on digital assets and digital assets receivable$208.9M
Realized loss on digital assets$12.1M
Unrealized loss on digital assets fund investment$2.1M
Realized gain on digital asset derivatives-$316.0K
Total operating expenses$249.4M$13.8M
Loss from operations-$243.8M-$13.9M
Interest expense, net-$635.0K-$17.0K
Foreign exchange gain (loss) and other income$785.0K-$803.0K
Change in fair value of derivative liability$937.7M$3.0M
Loss on derivative liability-$539.7M
Financing costs-$195.2M
Nonoperating income, net$202.9M$2.2M
Loss before provision for income taxes-$40.9M-$11.7M
Provision for income taxes$0$0
Net loss-$40.9M-$11.7M
Foreign currency translation adjustments-$594.0K$1.0M
Comprehensive loss-$41.5M-$10.7M
Basic (in dollars per share)-$1.85-$3,282.26
Diluted (in dollars per share)-$1.85-$3,282.26
Basic (in shares)22.0M shares3.6K shares
Diluted (in shares)22.0M shares3.6K shares

Compare Solana Co with another company

Corporate structure

Solana Co sits at the top of its group. 6 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Solana Co

  • Solana Co Philadelphia, Pennsylvania
    • Helius Medical Technologies (Canada), Inc. Subsidiary · Canada
    • Helius Medical, Inc. Subsidiary · Delaware, United States
    • Marvel Operations Corp. Subsidiary · Delaware, United States
    • Revelation Neuro, Inc. Subsidiary · Texas, United States
    • Solana Company (Hong Kong) Limited Subsidiary · Hong Kong

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Solana Co reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$502.0K10 Dec 31, 2024$537.0K10 Dec 31, 2023−6.5%
Accumulated depreciation$395.0K10 Dec 31, 2024$359.0K10 Dec 31, 2023+10.0%
Property and equipment, net$107.0K10 Dec 31, 2024$178.0K10 Dec 31, 2023−39.9%
Operating-lease assets (leased space)$11.0K10 Dec 31, 2024$52.0K10 Dec 31, 2023−78.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$7.3M5 Dec 31, 2025$1.1M5 Dec 31, 2024+569.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$665.0K10 Dec 31, 2024$715.0K10 Dec 31, 2023−7.0%
Accumulated amortization$665.0K10 Dec 31, 2024$691.0K10 Dec 31, 2023−3.8%

Inventory

ItemLatestA year beforeChange
Inventory, total$1.1M5 Dec 31, 2025$1.0M5 Dec 31, 2024+8.2%
Raw materials$464.0K5 Dec 31, 2025$493.0K5 Dec 31, 2024−5.9%
Work in process$370.0K5 Dec 31, 2025$398.0K5 Dec 31, 2024−7.0%
Finished goods$287.0K5 Dec 31, 2025$145.0K5 Dec 31, 2024+97.9%

Properties, in its own words

The Company leases corporate office space in Newtown, Pennsylvania under an operating lease. In February 2026, the Company entered into an agreement with the landlord to extend the term of such lease to expire in May 2026. The lease does not contain any options to extend. We believe our current facility is adequate for our needs.

Item 2 of the 10-K filed Mar 31, 2026.4

Leadership

Who has led Solana Co, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (22)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerAntonella S. Favit-Von Pelt named Jan 31, 202542

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Helius Medical Technologies (Canada), Inc. Canada3
  • Helius Medical, Inc. Delaware3
  • Marvel Operations Corp. Delaware3
  • Revelation Neuro, Inc. Texas3
  • Solana Company (Hong Kong) Limited Hong Kong3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • HELIUS MEDICAL TECHNOLOGIES, INCMay 17, 2018 to May 17, 20182
  • HELIUS MEDICAL TECHNOLOGIES, INC.Jun 16, 2014 to Sep 29, 20252

Timeline

  1. Sep 30, 20268-K Regulation FD disclosure; Other events43
  2. Aug 14, 20268-K Results of operations44
  3. Aug 4, 2026New chief executive Choon Wee Chee becomes CEO13
  4. May 29, 20268-K Entered a material agreement45
  5. May 22, 20268-K Shareholder vote; Other events46
  6. May 15, 20268-K Results of operations47
  7. Apr 27, 20268-K Unregistered sale of shares; Regulation FD disclosure; Other events48
  8. Apr 24, 20268-K Executive or director change49
  9. Apr 13, 20268-K Executive or director change50
  10. Apr 9, 20268-K Executive or director change; Regulation FD disclosure51
  11. Mar 31, 20268-K Results of operations52
  12. Feb 20, 20268-K Other events53
  13. Nov 18, 20258-K Results of operations54
  14. Oct 26, 2020New chief executive Dane Andreeff becomes CEO14
  15. May 14, 2015New chief executive Philippe Deschamps becomes CEO15

Calendar

Coming up

  1. Nov 17, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($32.89) a share, on Nov 18, 2025.55

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results44
  2. May 15, 2026Reported quarterly or annual results47
  3. Mar 31, 2026Reported quarterly or annual results52
  4. Nov 18, 2025Reported quarterly or annual results54
  5. Aug 12, 2024Reported quarterly or annual results56
  6. May 13, 2024Reported quarterly or annual results57
  7. Mar 28, 2024Reported quarterly or annual results58
  8. Nov 9, 2023Reported quarterly or annual results59

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

300 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 84 major events, 75 insider forms, 33 large holders, 1 private raises, 87 other. The latest 20:

  1. Sep 30, 2026424B5 EDGAR
  2. Sep 30, 20268-K EDGAR
  3. Sep 15, 2026SCHEDULE 13D/A EDGAR
  4. Aug 24, 20264 EDGAR
  5. Aug 24, 2026SCHEDULE 13G/A EDGAR
  6. Aug 14, 202610-Q EDGAR
  7. Aug 14, 20268-K EDGAR
  8. Aug 4, 20264 EDGAR
  9. Jul 13, 20264 OWNERSHIP DOCUMENT EDGAR
  10. Jul 13, 20263 OWNERSHIP DOCUMENT EDGAR
  11. Jun 4, 20264 EDGAR
  12. Jun 4, 20264 EDGAR
  13. May 29, 20268-K EDGAR
  14. May 29, 2026424B5 EDGAR
  15. May 29, 2026SD EDGAR
  16. May 26, 20264 EDGAR
  17. May 26, 20264 EDGAR
  18. May 26, 20264 EDGAR
  19. May 26, 20264/A EDGAR
  20. May 26, 2026SCHEDULE 13D/A EDGAR

The 300 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

21 open-market trades by officers, directors and large owners since October 2021: 21 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 14, 2023ANDREEFF DANEPresident and CEOBuy5,000$8.10$40.5KForm 4
Dec 1, 2023ANDREEFF DANEPresident and CEOBuy643$6.45$4.1KForm 4
Dec 1, 2023ANDREEFF DANEPresident and CEOBuy2,006$6.45$12.9KForm 4
Nov 30, 2023ANDREEFF DANEPresident and CEOBuy641$6.37$4.1KForm 4
Nov 30, 2023ANDREEFF DANEPresident and CEOBuy2,000$6.37$12.7KForm 4
Aug 30, 2023ANDREEFF DANEPresident and CEOBuy5,000$7.64$38.2KForm 4
Aug 28, 2023ANDREEFF DANEPresident and CEOBuy5,078$6.37$32.3KForm 4
Dec 16, 2022ANDREEFF DANEPresident and CEOBuy80,041$0.25$20.0KForm 4
Nov 23, 2022ANDREEFF DANEPresident and CEOBuy85,640$0.31$26.5KForm 4
Nov 23, 2022ANDREEFF DANEPresident and CEOBuy89,300$0.31$27.7KForm 4
Nov 22, 2022ANDREEFF DANEPresident and CEOBuy10,300$0.28$2.9KForm 4
Nov 22, 2022ANDREEFF DANEPresident and CEOBuy10,000$0.28$2.8KForm 4
Nov 17, 2022ANDREEFF DANEPresident and CEOBuy106,541$0.34$36.2KForm 4
Nov 16, 2022ANDREEFF DANEPresident and CEOBuy10,000$0.32$3.2KForm 4
Sep 13, 2022ANDREEFF DANEPresident and CEOBuy150,000$0.53$79.5KForm 4
Sep 12, 2022ANDREEFF DANEPresident and CEOBuy8,868$0.54$4.8KForm 4
Aug 25, 2022ANDREEFF DANEPresident and CEOBuy74,800$0.63$47.1KForm 4
Aug 24, 2022ANDREEFF DANEPresident and CEOBuy25,200$0.65$16.4KForm 4
Dec 17, 2021ANDREEFF DANEPresident and CEOBuy5,100$5.25$26.8KForm 4
Dec 17, 2021MATHIESEN JEFFREY SCFO and TreasurerBuy3,000$5.31$15.9KForm 4

All 21 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Joseph Chee54$91.3K$6.9M76
2025Dane C. Andreeff59$419.0K$2.1M76
2025Jeffrey S. Mathiesen65$401.0K$1.5M76
2024Executive Officer$402.0K$1.3M76
2024Treasurer and Secretary$385.0K$874.0K76

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$3.7M 2025–2025
Money received by yearMoney received by year, 2025–2025: $3.7M in all. Private raises (Form D) $3.7M.$0$1M$2M$3M$4M2025 · Private raises (Form D): $3.7M2025
Figures by year
YearPrivate raises (Form D)Total
2025$3.7M$3.7M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Jan 21, 2025Raised $3.7 million in a private offering of equity42 Form D: 18 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 42. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Pantera Capital Partners LP4,987,319$8.2M8.1%+1,100,000
Kathmere Capital Management, LLC4,594,960$7.6M0.4%No change
Arrington Capital Management, LLC658,908$1.1M1.2%No change
BlackRock, Inc.632,919$1.0M0.0%+171,717
VR Advisory Services Ltd581,310$959.2K0.1%No change
LPL Financial LLC560,434$924.7K0.0%+13,173
Vanguard Capital Management LLC555,980$917.4K0.0%+231,429
Geode Capital Management, LLC512,017$845.2K0.0%+141,413
Saba Capital Management, L.P.316,051$521.5K0.0%+250,841
Yorkville Advisors Global, LP300,000$495.0K0.6%−785,000
Avenir Tech Ltd290,655$479.6K0.1%No change
Vanguard Fiduciary Trust Co255,383$421.4K0.0%+103,992
Rockefeller Capital Management L.P.244,904$404.1K0.0%−100,000
Quattro Financial Advisors LLC209,000$344.9K0.1%No change
State Street Corp145,600$240.2K0.0%No change
Morgan Stanley136,476$225.2K0.0%−83,441
Cetera Investment Advisers117,400$193.7K0.0%−500
Wolverine Asset Management LLC114,167$188.4K0.0%New
XTX Topco Ltd113,255$186.9K0.0%+66,443
Northern Trust Corp108,075$178.3K0.0%+38,821
Citadel Advisors LLC59,742$98.6K0.0%New
Millennium Management LLC59,071$97.5K0.0%+361
Jane Street Group, LLC57,349$94.6K0.0%New
Grant Private Wealth Management Inc25,005$41.3K0.0%No change
Red Reef Advisors LLC21,406$35.3K0.0%−3,000

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Solana Co is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSolana Co1
  • CIK0001610853
  • Employer ID (EIN)36-47876904
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
  • Business address1650 Market Street, Suite 3600, Philadelphia, PA 191031
  • Phone215-944-61001
  • Shares outstanding60,458,703 as of Aug 12, 202612
  • Public float$6.2M as of Jun 30, 20254
  • AuditorCBIZ CPAs P.C., Philadelphia, Pennsylvania PCAOB ID 199; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceJun 16, 20141
  • Filings729 in all: 8-K (200), 4 (177), 10-Q (34), 3 (28), CORRESP (24), 424B5 (19), SC 13G/A (19), EFFECT (16)1
    All 54 form types

    UPLOAD (16), SC 13G (15), DEF 14A (14), 10-K (11), S-8 (11), 4/A (10), D (9), PRE 14A (9), S-1 (9), SCHEDULE 13G (8), S-1/A (7), SCHEDULE 13G/A (7), SD (6), 10-Q/A (5), 8-K/A (5), SC 13D/A (5), 10-K/A (4), 424B3 (4), 424B4 (4), ARS (4), DEFA14A (4), POS AM (4), S-3 (4), POSASR (3), SCHEDULE 13D/A (3), 10-12G (2), 3/A (2), CT ORDER (2), NT 10-Q (2), RW (2), S-1MEF (2), S-3/A (2), S-3ASR (2), SC 13D (2), SCHEDULE 13D (2), 10-12G/A (1), 10-KT (1), 424B7 (1), 8-A12B (1), 8-A12G (1), CERT (1), DRS (1), DRSLTR (1), NT 10-K (1), SC TO-I (1), SC TO-I/A (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Apr 10, 2026
    Latest 8-K (8-K) Sep 30, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, $0.001 par value per shareHSDTThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Solana Co names in Item 1A of its 10-K filed Mar 31, 2026: 73 risks under these headings, as written.4

  • Risks related to our Solana Treasury Strategy
  • Our Solana strategy exposes us to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
  • Solana is a highly volatile asset.
  • Solana does not pay interest or dividends.
  • Our Solana holdings may significantly impact our financial results and the market price of our Class A common stock.
  • Our assets are concentrated in Solana.
  • We intend to purchase Solana using primarily proceeds from equity and debt financing.
  • Our treasury strategy has not been tested over an extended period of time or under different market conditions.
  • We are subject to counterparty risks, including risks relating to exchanges where we may purchase Solana and our custodians where we hold our Solana.
  • SOL faces unique technical, governance and concentration risks that could materially affect its long-term viability.
  • SOL validators are relatively small in number, which may lead to coordinated censorship.
  • Our Solana validator reward yield is expected to decline over time and could have a material adverse effect on our financial results.
The other 62 risks
  • This is the first digital asset treasury strategy for the Company and our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our treasury strategy and Solana holdings.
  • Our Solana treasury strategy exposes us to risk of non-performance by counterparties.
  • We may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations.
  • Our Solana strategy subjects us to enhanced regulatory oversight.
  • Regulatory change reclassifying Solana as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended, and could adversely affect the market price of Solana and the market price of our Class A common stock.
  • We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.
  • The lack of legal recourse and insurance for digital assets increases the risk of total loss in the event of theft or destruction.
  • Digital asset lending arrangements may expose us to risks of borrower default, operational failures and cybersecurity threats.
  • We will be subject to significant competition in the growing digital asset industry and our business, operating results, and financial condition may be adversely affected if we are unable to compete effectively.
  • SOL is subject to technological obsolescence, including competition from emerging blockchain and artificial intelligence protocols.
  • Staking Solana may limit our liquidity and restrict our ability to access capital in a timely manner.
  • We may be subject to additional tax liability if regulation or policy changes adversely affect the tax treatment of rewards from staking SOL.
  • Decentralized finance arrangements and smart contract-based protocols expose us to risks of asset loss, operational failure, and cybersecurity vulnerabilities.
  • We may make, or otherwise be subject to, trade errors.
  • The tax treatment of decentralized finance activities is uncertain and evolving, and adverse tax determinations could materially affect our financial condition and results of operations.
  • Stablecoins used in our operations are subject to de-pegging, issuer, and regulatory risks that could result in material losses.
  • Our financial results and the market price of our Class A common stock may be affected by the prices of Solana.
  • Due to the unregulated nature and lack of transparency surrounding the operations of many Solana trading venues, Solana trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in Solana trading venues and adversely affect the value of our Solana.
  • The concentration of our Solana holdings enhances the risks inherent in our Solana strategy.
  • We face risks relating to the use of third-party exchanges in connection with our Solana strategy.
  • We face risks relating to the custody of our Solana tokens, including the loss or destruction of private keys required to access our Solana tokens and cyberattacks or other data loss relating to our Solana tokens, including smart contract related losses and vulnerabilities.
  • Our Solana holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
  • If we or the third parties with whom we work experience a security breach, cyber incident, or vulnerability impacting our systems or our data, or if unauthorized parties obtain access to our Solana, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our Solana and our financial condition and results of operations could be materially adversely affected.
  • The Blockchain protocols, including some of the networks and protocols of the Solana tokens we hold, are supported by foundations and/or founding teams that may influence the development of our the Blockchain protocols and could adversely affect the value of the Solana tokens we hold in our treasury.
  • We face significant risks relating to disruptions, forks, 51% attacks, hacks, network disruptions, or other adverse events or other compromises to the cryptocurrency blockchains, which could materially and adversely impact our business, financial condition and results of operations.
  • We face other risks related to our Solana treasury reserve business model.
  • The Tokenization of our Class A common stock could introduce risks and uncertainties that adversely affect the market for, and the trading price of, our Class A common stock, among other potential consequences.
  • We and the third parties with whom we work are subject to stringent and evolving U.S. and foreign laws, regulations, rules, and industry standards, as well as policies, contracts and other obligations related to data privacy and security. Our (or the third parties with whom we work) actual or perceived failure to comply with such obligations could lead to enforcement or litigation (including class claims) and mass arbitration demands, fines or penalties, a disruption of clinical trials or commercialization of products, reputational harm, or other adverse business effects.
  • Risks Related to Our Financial Position and Need for Capital
  • Raising additional capital by issuing securities or through debt financings or licensing arrangements may cause significant dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product on terms unfavorable to us.
  • Global macroeconomic instability could adversely affect our ability to raise additional financing.
  • Risks Related to the Development and Commercialization of our Product
  • We currently only have one product which is approved in the U.S. only for treatment of gait deficit, for MS and otherwise only in Canada and Australia.
  • Our PoNS technology is a novel form of neurostimulation therapy, and the medical community tends not to adopt new therapies very rapidly. If physicians elect not to prescribe the PoNS Therapy, we will be unable to generate significant revenue.
  • There is limited market awareness of our product, and the neuromodulation market is new and uncertain.
  • We face significant competition in an environment of rapid technological change, and our competitors may develop devices or products that are more advanced or more effective than ours are which may adversely affect our financial condition and our ability to successfully market the PoNS device.
  • Our product is currently made available to authorized users of the Department of Veterans Affairs Federal Supply Schedule and if we were no longer eligible to sell our products through such channel, our business may be adversely affected.
  • Risks Related to our Reliance on Third Parties
  • We are, and will continue to be, dependent in significant part on third parties to manage our SOL and outside scientists and third-party research institutions for our research and development in order to be able to commercialize our product.
  • We depend on third parties for the manufacture and distribution of our product and the loss of our third-party manufacturer and distributor could harm our business.
  • Risks Related to Intellectual Property
  • If our intellectual property protection is inadequate, competitors may gain access to our technology and undermine our competitive position.
  • We may be subject to various litigation claims and legal proceedings, including intellectual property litigation, such as patent infringement claims, which could adversely affect our business.
  • There are risks to our intellectual property based on our international business operations.
  • Risks Related to Government Regulation
  • Regulatory uncertainty and evolving treatment of digital assets could adversely affect our business.
  • The regulatory treatment of digital assets such as SOL remains subject to uncertainty. Although recent interpretive guidance from the SEC and CFTC suggests that certain digital assets, including SOL, may be treated as digital commodities rather than securities, such guidance is not binding on courts or other regulatory authorities and may be modified or withdrawn.
  • Conversely, if SOL is treated as a digital commodity, it may be subject to regulation by the CFTC and other authorities governing commodities markets, as well as evolving requirements applicable to market participants in digital asset ecosystems. Changes in regulatory treatment or the imposition of new rules, interpretations, or enforcement actions could increase our compliance costs, impose operational constraints, or otherwise adversely affect our business, financial condition, and results of operations.
  • Before we can market and sell our products for additional indications, we are required to obtain marketing authorization and/or certification from the FDA and foreign regulatory authorities. These authorizations and/or certifications will take significant time and require significant research, development, and clinical study expenditures, and ultimately may not succeed.
  • Obtaining and maintaining FDA marketing authorization will be costly, may result in time-consuming delays and will subject us to ongoing compliance costs and regulatory risk for non-compliance.
  • Once commercialized, modifications to our marketed products may require new 510(k) clearances or approval of PMA supplements or may require us to cease marketing or recall the modified products until clearances or regulatory approvals are obtained.
  • The transition to the new presidential administration could hinder the FDA’s ability to perform normal business functions on which our business may rely, which could negatively impact our business.
  • We have in the past and may be required to conduct clinical trials to support a de novo submission or PMA application for the PoNS device with respect to one or more indications and we expect to be required to conduct clinical trials to support regulatory marketing authorization for future product candidates.
  • We have and may continue to encounter substantial delays in planned clinical trials, or our planned clinical trials for other indications using the PoNS device may fail to demonstrate the safety and efficacy of the PoNS device to the satisfaction of applicable regulatory authorities.
  • We are, and will continue to be, dependent in significant part on outside scientists and third-party research institutions for our research and development in order to be able to commercialize our product.
  • We may be required to suspend or discontinue clinical trials due to side effects or other safety risks that could preclude approval of our products.
  • If we are unable to obtain coverage or adequate reimbursement for our products, use of our products may decline and our ability to generate revenue may be decreased.
  • If we fail to comply with healthcare laws, we could face substantial penalties and financial exposure, and our business, operations and financial condition could be adversely affected.
  • Our communications regarding products and product candidates, even while in development, are subject to extensive government scrutiny. We may be subject to governmental, regulatory and other legal proceedings relative to advertising, promotion, and marketing, and communications with study subjects and healthcare professionals, which could have a significant negative effect on our business.
  • Even after marketing authorization and/or certification for our product is obtained, we are subject to extensive post-market regulation by the FDA and equivalent foreign competent authorities. Our failure to meet strict regulatory requirements could require us to pay fines, incur other costs or even close our facilities.
  • U.S. legislative or FDA regulatory reforms may make it more difficult and costly for us to obtain regulatory approval of our product and to manufacture, market and distribute our products after marketing authorization is obtained.
  • Risks Related to our Business Operations
  • Conflicts of interest may arise because certain of our directors hold, or may in the future hold, a management or board position with Summer Wisdom Holdings Limited and Pantera Capital Management LP.
  • Worldwide economic and social instability could adversely affect our revenue, financial condition, or results of operations.
  • If our expenses are greater than anticipated, then we will have fewer funds with which to pursue our plan of operations and our financing requirements will be greater than anticipated.
  • Our ability to use net operating losses to offset future taxable income may be subject to certain limitations.
  • As a result of the use of our product in clinical trials, and through the sale of our products, we may be liable for product liability claims and we may not carry sufficient product liability insurance.
  • We are a “smaller reporting company” under federal securities laws and we cannot be certain whether the reduced reporting requirements applicable to such companies will make our Class A common stock less attractive to investors.

Legal proceedings

From time to time, we are subject to litigation and claims arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, as of the date of this filing, we do not believe we are party to any claim or litigation, the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business or financial condition. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

The opening of Item 3, Legal Proceedings.4

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