Solana Co

DEF 14A 1 tm2512798-3_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

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(Name of Registrant as Specified In Its Charter)​

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

To our Stockholders:

A special meeting of stockholders will be held on May 23, 2025, at 9 a.m. Eastern Time (the “Special Meeting”) to conduct the following items of business:

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Proposal 1: To approve an amendment to our Certificate of Incorporation to effect a reverse split of our outstanding Class A common stock at a ratio of 1-to-2 to 1-to-250 to be determined at the discretion of our Board of Directors, whereby each outstanding 2 to 250 shares would be combined, converted and changed into 1 share of our Class A common stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements;

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Proposal 2: To approve an amendment to our Certificate of Incorporation, to increase the number of authorized shares of our Common Stock to up to 800,000,000 shares, with such number to be determined at the Board’s discretion;

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Proposal 3: To approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of shares of our Common Stock in a potential financing;

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Proposal 4: To approve an amendment to the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan; and

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Our Board of Directors unanimously recommends that you vote FOR Proposals 1, 2, 3, 4, and 5.

The special meeting will be a completely virtual meeting conducted via live webcast. You will be able to attend the Special Meeting online, vote electronically and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/HSDT2025SM and entering your 16-digit control number. You will not be able to attend the Special Meeting in person.

Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote via the Internet, by telephone, or by completing, dating, signing and returning the enclosed proxy card or voting instruction card, so your shares will be represented at the Special Meeting. Instructions on voting your shares are in the proxy materials you received for the Special Meeting.

Details regarding admission to the virtual Special Meeting and the business to be conducted at the Special Meeting are more fully described in the accompanying Notice of Special Meeting of Stockholders and proxy statement. You are entitled to vote at our Special Meeting and any adjournments or postponements thereof only if you were a stockholder as of April 25, 2025.

Your vote is important. Whether or not you plan to attend the Special Meeting online, please submit your proxy vote as soon as possible so that your shares can be voted at our Special Meeting in accordance with your instructions. If you attend the meeting, you may revoke your proxy in accordance with the procedures set forth in the accompanying proxy statement and vote in person.

Thank you for your continued support of Helius Medical Technologies.

Sincerely,

Dane C. Andreeff

President and Chief Executive Officer

642 Newtown Yardley Road, Suite 100

Newtown, Pennsylvania 18940

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 23, 2025

Notice is hereby given that a special meeting of stockholders of Helius Medical Technologies, Inc. (the “Company,” “Helius,” “we” or “us”) will be held on May 23, 2025, at 9:00 a.m. Eastern Time (the “Special Meeting”), as a virtual meeting at www.virtualshareholdermeeting.com/HSDT2025SM. At the special meeting of stockholders or any adjournment or postponement thereof, you will be asked to consider and vote upon the following proposals:

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Proposal 1: To approve an amendment to our Certificate of Incorporation to effect a reverse split of our outstanding Class A common stock at a ratio of 1-to-2 to 1-to-250 to be determined at the discretion of our Board of Directors, whereby each outstanding 2 to 250 shares would be combined, converted and changed into 1 share of our Class A common stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements;

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Proposal 2: To approve an amendment to our Certificate of Incorporation, to increase the number of authorized shares of our Common Stock to up to 800,000,000 shares, with such number to be determined at the Board’s discretion;

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Proposal 3: To approve, pursuant to Nasdaq Listing Rule 5635(d), the potential issuance of shares of our Common Stock in a potential financing;

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Proposal 4: To approve an amendment to the Helius Medical Technologies, Inc. Equity Incentive Plan; and

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Through the website above, you will be able to attend the Special Meeting online, vote electronically, and submit your questions during the Special Meeting. Your attention is directed to the accompanying proxy statement which is set forth on the following pages, where details regarding how to attend the Special Meeting online and the foregoing items of business are more fully described. The Board of Directors has fixed the close of business on April 25, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting. Only stockholders of record at the close of business on April 25, 2025 are entitled to receive notice of, and to vote at, the Special Meeting and any adjournment thereof.

Our Board of Directors unanimously recommends that you vote FOR each of the proposals.

Your vote is extremely important, regardless of the number of shares of Class A common stock you own. Whether or not you plan to virtually attend the Special Meeting, you are respectfully requested by the Board of Directors to promptly submit your proxy by telephone or over the Internet in accordance with the instructions on the proxy card or voting instruction card or sign, date and return the proxy card or voting instruction card. If you received this notice and the accompanying proxy statement in the mail, a return envelope is enclosed for your convenience. This will not prevent you from voting at the Special Meeting since you may revoke your proxy at any time prior to the Special Meeting or vote electronically at the Special Meeting, but submitting your proxy will help to ensure the presence of a quorum at the Special Meeting and avoid added proxy solicitation costs.

By Order of the Board of Directors,

Jeffrey S. Mathiesen

Chief Financial Officer, Treasurer and Secretary

Newtown, Pennsylvania

Important Notice Regarding the Availability of Proxy Materials for the

Helius Medical Technologies, Inc. Special Meeting of Stockholders to be Held on May 23, 2025:

The Notice of Special Meeting of Stockholders, accompanying proxy statement and annual report to

stockholders are available at www.proxyvote.com.