{"url_path":"/sec/hsdt/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 Other Information","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1610853/0001104659-26-062611-index.html","accession_number":"0001104659-26-062611","cik":"0001610853","ticker":"HSDT","issuer_name":"Solana Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1610853/0001104659-26-062611-index.html","primary_entity_key":"0001610853","primary_entity_name":"Solana Co"},"word_count":1640,"has_tables":true,"body_markdown":"Item 5.    Other Information\n\n**Rule 10b5-1 Trading Plans – Directors and Section 16 Officers**\n\nDuring the three months ended March 31, 2026, none of the Company’s directors or Section 16 officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement”.\n\n28\n\n[Table of Contents](#TOC)\n\nResignation of Dane C. Andreeff as Chief Executive Officer and President\n\nOn May 12, 2026, the Company and Dane C. Andreeff entered into a separation agreement (the “Andreeff Separation Agreement”) whereby Mr. Andreeff separated from the Company and resigned from the Board of Directors and from his positions as the Company’s Chief Executive Officer and President, and principal executive officer. Such resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.\n\nPursuant to the Andreeff Separation Agreement, Mr. Andreeff is entitled to receive a separation payment of $3,000,000 within five (5) business days after the effective date of the Andreeff Separation Agreement, which amount is, among other things, in lieu of any obligations under Mr. Andreeff’s Employment Agreement and any bonus previously promised to Mr. Andreeff either orally or in writing. In exchange for the consideration provided to Mr. Andreeff pursuant to the Andreeff Separation Agreement, Mr. Andreeff agreed to waive and release any claims in connection with Mr. Andreeff’s employment and separation from the Company. Mr. Andreeff must also continue to comply with the confidential information and invention assignment provisions set forth in Mr. Andreeff’s employment agreement with the Company. \n\nThe foregoing description of the Andreeff Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Andreeff Separation Agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated by reference herein.\n\nAppointment of Joseph Chee as Chairman and Chief Executive Officer and President\n\nOn May 12, 2026, the Board of Directors appointed Joseph Chee, the Company’s Executive Chairman, as the Company’s Chairman and Chief Executive Officer and President, and principal executive officer, effective as of May 12, 2026. Mr. Chee’s new role as Chairman supersedes his prior role as the Company’s Executive Chairman.\n\nMr. Chee, aged 54, has served as the Company’s Executive Chairman since September 2025. He has been a Founder of Summer Capital Limited since August 2017 and has served as the Chairman until October 2025. Summer Capital is an investment company dedicated to investing in early growth stage companies in “new economy” sectors such as fintech, blockchain infrastructure and application, consumption technology and healthcare. He has also served as the Vice Chairman of AMINA Bank AG, a company focused on providing a bridge between traditional finance and digital assets while operating as a FINMA-regulated cryptocurrency bank and offering services such as secure custody, crypto trading, staking, lending, asset management and tokenized products to professional investors, corporations, family offices and institutions globally, since April 2020. In addition, Mr. Chee is the founder of Summer Healthcare Fund, L.P. since February 2021 and Summer Everest Ecosystem Fund, L.P. since September 2023, both of which are investment companies focused on healthcare and biotechnology and blockchain ecosystem and financial technology. Prior to these positions, Mr. Chee was Head of Investment Banking and Head of Global Capital Markets, Asia at UBS AG. From 2000 to 2017, Mr. Chee held a number of positions in UBS AG. Mr. Chee has earned a Doctorate degree in applied finance from the University of Geneva, an Executive Master of Business Administration degree from Tsinghua University, a Master of Business Administration degree from New York University and a Bachelor’s degree in mechanical engineering from Stevens Institute of Technology.\n\nThe terms of the existing indemnification agreement between the Company and Mr. Chee will remain in effect, which requires, among other things, that the Company indemnify Mr. Chee, under the circumstances and the extent provided for therein, against certain expenses, judgements, fines and other amounts incurred by him as a result of being made party to certain actions, suits, claims and other proceedings, by reason of his status as a director, officer, employee, or agent of the Company or any other entity for which he was serving as a director, officer, employee or agent at the request of the Company. A copy of the form of the Company’s standard form indemnification agreement for directors and officers was filed as Exhibit 10.2 to the Company’s Form 8-K, filed with the SEC on September 18, 2025.\n\n29\n\n[Table of Contents](#TOC)\n\nThere are no arrangements or understandings between Mr. Chee and any other person pursuant to which he was elected as an officer of the Company. Mr. Chee does not have any family relationships with any of the Company’s directors or executive officers. Mr. Chee does not have a direct or indirect material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K that was not previously disclosed in the Company’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, filed with the SEC on April 10, 2026.\n\nResignation of Jeffrey Mathiesen as Chief Financial Officer, Treasurer and Secretary\n\nOn May 12, 2026, the Company and Jeffrey Mathiesen entered into a separation agreement (the “Mathiesen Separation Agreement”) whereby Mr. Mathiesen separated from the Company and resigned as the Company’s Chief Financial Officer, Treasurer and Secretary, and principal financial officer and principal accounting officer. Such resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.\n\nPursuant to the Mathiesen Separation Agreement, Mr. Mathiesen is entitled to receive a separation payment of $2,400,000 within five (5) business days after the effective date of the Mathiesen Separation Agreement, which amount is, among other things, in lieu of any obligations under Mr. Mathiesen’s Employment Agreement and any bonus previously promised to Mr. Mathiesen either orally or in writing. In exchange for the consideration provided to Mr. Mathiesen pursuant to the Mathiesen Separation Agreement, Mr. Mathiesen agreed to waive and release any claims in connection with Mr. Mathiesen’s employment and separation from the Company. Mr. Mathiesen must also continue to comply with the confidential information and invention assignment provisions set forth in Mr. Mathiesen’s employment agreement with the Company. \n\nThe foregoing description of the Mathiesen Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Mathiesen Separation Agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated by reference herein.\n\nAppointment of Agustina Gani Tjandrasuwita as Chief Financial Officer, Treasurer and Secretary\n\nOn May 12, 2026, the Board of Directors appointed Agustina “Madelene” Gani Tjandrasuwita, the Company’s Chief Operating Officer and Deputy Chief Financial Officer, as the Company’s Chief Financial Officer, Treasurer and Secretary, and principal financial officer and principal accounting officer, effective as of May 12, 2026. Ms. Tjandrasuwita’s new role as Chief Financial Officer supersedes her prior role as Deputy Chief Financial Officer.\n\nAgustina “Madelene” Gani Tjandrasuwita, aged 50, has served as the Company’s Chief Operating Officer and Deputy Chief Financial Officer since April 2026. Prior to joining the Company, from 2024 to 2026, Ms. Tjandrasuwita served as the Chief Financial Officer at Hedera Hashgraph, Inc., a decentralized blockchain company, where she was responsible for its financial transparency, revenue growth, risk management, governance, investor relations and global tax planning. From 2022 to 2024, Ms. Tjandrasuwita served as Head of Finance, Vice President at Aptos Labs Inc., a permissionless layer 1 blockchain company, where she oversaw financial deals, partnerships, token treasury management, and audit and tax matters. Prior to that, from 2021 to 2022, she served as Head of Finance, Vice President at Gemini (Nasdaq: GEMI), a publicly traded cryptocurrency exchange and custodian company, where she oversaw capital fundraise and IPO readiness matters. Before that, from 2018 to 2021, she served as Global Controller, Head of Global Taxes at JUUL Labs, Inc., an American electronic cigarette company, where she led global controllership functions. Ms. Tjandrasuwita received her Bachelor of Business Administration degree from University of San Diego. She is a certified public accountant with an active license.\n\nAs previously disclosed, Ms. Tjandrasuwita entered into an employment agreement with the Company (the “Tjandrasuwita Employment Agreement”) in connection with her appointment as the Company’s Chief Operating Officer and Deputy Chief Financial Officer. A copy of the Tjandrasuwita Employment Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 9, 2026.\n\n30\n\n[Table of Contents](#TOC)\n\nThe terms of the existing indemnification agreement between the Company and Ms. Tjandrasuwita will remain in effect, which requires, among other things, that the Company indemnify Ms. Tjandrasuwita, under the circumstances and the extent provided for therein, against certain expenses, judgements, fines and other amounts incurred by her as a result of being made party to certain actions, suits, claims and other proceedings, by reason of her status as a director, officer, employee, or agent of the Company or any other entity for which she was serving as a director, officer, employee or agent at the request of the Company. A copy of the form of the Company’s standard form indemnification agreement for directors and officers was filed as Exhibit 10.2 to the Company’s Form 8-K, filed with the SEC on September 18, 2025.\n\n​\n\nThere are no arrangements or understandings between Ms. Tjandrasuwita and any other person pursuant to which she was elected as an officer of the Company. Ms. Tjandrasuwita does not have any family relationships with any of the Company’s directors or executive officers. Ms. Tjandrasuwita does not have a direct or indirect material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.\n\n​\n\n​\n\n31\n\n[Table of Contents](#TOC)"}