{"url_path":"/sec/hsdt/8-k/2026-04-27/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1610853/0001104659-26-049070-index.html","accession_number":"0001104659-26-049070","cik":"0001610853","ticker":"HSDT","issuer_name":"Solana Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1610853/0001104659-26-049070-index.html","primary_entity_key":"0001610853","primary_entity_name":"Solana Co"},"word_count":573,"has_tables":true,"body_markdown":"Item 8.01\nOther Events.\n\n \n\n*Registered Direct Offering*\n\n \n\nOn April 27, 2026, Solana Company (the “Company”)\nentered into securities purchase agreements (collectively, the “RDO Purchase Agreements”) with the purchasers named therein\n(the “Purchasers”), pursuant to which (i) the Company issued and sold to the Purchasers, in a registered direct offering (the\n“Registered Direct Offering”), 3,076,922 shares (the “Shares”) of the Company’s Class A common stock, $0.001\npar value per share (the “Common Stock”). The offering price of each Share was $2.60 per share (the “Offering Price”).\nThe net proceeds to the Company from the Registered Direct Offering are expected to be approximately $7.9 million.\n\n \n\nThe Company currently plans to use the net proceeds\nfrom the Registered Direct Offering for accumulating SOL, working capital and general corporate purposes, business expansion and other\nstrategic initiatives.\n\n \n\nThe RDO Purchase Agreements contain customary\nrepresentations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company,\nincluding for liabilities arising under the Securities Act, other obligations of the parties and termination provisions. The representations,\nwarranties and covenants contained in the RDO Purchase Agreements were made only for the purposes of such agreement and as of the specific\ndates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.\n\n \n\nThe Registered Direct Offering was made pursuant\nto the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-290429), as amended, that became effective\non April 8, 2026, and a related base prospectus and prospectus supplement (the “Prospectus Supplement”) thereunder.\n\n \n\nThe foregoing description of the RDO Purchase\nAgreements does not purport to be complete and is qualified in its entirety by the full text of the form of RDO Purchase Agreement, a\ncopy of which is attached hereto as Exhibit 4.1 and incorporated by reference herein.\n\n \n\n \n\n \n\n \n\n*Put Option Agreement*\n\n \n\nIn connection with the Registered Direct Offering,\nthe Company entered into put option agreements (collectively, the “Put Option Agreements”) with the Purchasers pursuant to\nwhich the Company granted each Purchaser the right to require the Company to repurchase all or a portion of the shares of Common Stock\nit purchased in the Registered Direct Offering at a price per share equal to the Offering Price plus an amount that would result in an\ninternal rate of return of 7.0% per annum (collectively, the “Put Options”). The Put Options may be exercised in connection\nwith the occurrence of certain qualifying events, including the 12-month and 18-month anniversaries of the closing of the Registered Direct\nOffering, a failure of the Company’s net debt to total capitalization ratio to remain at or below 30%, or a suspension or halt of\ntrading in the Common Stock on the applicable trading market exceeding a specified number of consecutive trading days or the issuance\nof a delisting notice.\n\n \n\nThe foregoing description of the terms and conditions\nof the Put Options does not purport to be complete and is qualified in its entirety by the full text of the form of Put Option Agreement,\na copy of which is attached hereto as Exhibit 4.2, and incorporated by reference herein.\n\n \n\nIn connection with the filing of the prospectus\nsupplement for the Registered Direct Offering, the Company is filing a legal opinion of its counsel, Cooley LLP, regarding the validity\nof the Shares being issued in the Registered Direct Offering, a copy of which is attached as Exhibit 5.1 to this Current Report."}