Solana Co

1. OVERVIEW

Background and Nature of Business

Solana Company (the “Company” or “we”) is 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 on-chain opportunities, offering public market investors direct exposure to Solana.

Liquidity and Management’s Plans

The accompanying unaudited condensed consolidated financial statements of this Quarterly Report on Form 10-Q (“10-Q”) have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. The Company had an accumulated deficit of $342.6 million and working capital of $26.6 million, including $21.0 million of digital assets classified as current assets that can be readily liquidated as needed, as of June 30, 2026, incurred a net loss of $130.1 million and used $16.7 million of cash in operating activities during the six months ended June 30, 2026. The Company had a cash balance of approximately $3.6 million at June 30, 2026. Based on our forecasted cash flows, the Company believes its existing cash balance and working capital will be sufficient to meet its liquidity needs for at least the next twelve months.

The Company’s financial condition is substantially dependent on the market price and liquidity of SOL, which are subject to extreme volatility and limited trading venues. Substantially all of the Company’s treasury assets are concentrated in SOL, the native cryptocurrency of the Solana protocol, or exposed to SOL indirectly. SOL has experienced significant price volatility, and the Company’s financial results and carrying value of its digital assets, digital assets, restricted, digital assets receivable and digital asset fund investment will fluctuate materially based on SOL price movements. The Company depends on the continued success and adoption of the Solana protocol for the value of its treasury holdings. While the Company plans to hold its digital assets as part of a long-term treasury strategy and to deploy its assets for productive purposes including staking, the Company’s management has the discretion and ability to sell its digital assets as needed to cover liquidity obligations. The Company’s ability to liquidate SOL to meet its obligations is subject to the liquidity of SOL and the SOL market price, and there is no guarantee that the Company will be able to liquidate SOL at all or at terms that are preferable to the Company.

Sale of PoNS Assets

On April 8, 2026, the Company entered into and closed a purchase and sale agreement with Bioness Medical, Inc. (the “Buyer”), pursuant to which the Company sold the assets related to its Portable Neuromodulation Stimulator ("PoNS") business to the Buyer (the “PoNS Asset Sale”), and the Buyer assumed certain liabilities related to the PoNS business. The purchase price of the PoNS Asset Sale consisted of an upfront payment of $5.0 million, and the right to receive post-closing cash earnout payments of up to $20.0 million in the aggregate based on a specified formula that takes into account the revenues of the PoNS business through the 2028 fiscal year. Transaction costs for the PoNS Asset Sale were $0.8 million resulting in net cash proceeds of $4.2 million. After deducting the net assets of the PoNS business held immediately prior to the closing of $1.1 million, the resulting gain on the PoNS Asset Sale was $3.1 million.

In connection with the PoNS Asset Sale, in April 2026, the Company terminated the employment of certain employees supporting the PoNS business, for which severance was offered and paid to such employees totaling $1.4 million. On May 12, 2026, the Company entered into separation agreements with the Company's former Chief Executive Officer and former Chief Financial Officer and it paid lump-sum severance of $3.0 million and $2.4 million, respectively. Together with the $1.4 million of PoNS-related severance described above, severance expense was $6.8 million and presented in "General and administrative expenses" in the unaudited condensed consolidated statement of operations and comprehensive loss for each of the three and six months ended June 30, 2026. The agreements did not accelerate or otherwise modify the former officers' equity awards; vested options remain exercisable under their original terms and unvested awards were forfeited as of the separation date. See Note 10.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the operating results for the full year ending December 31, 2026 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2025 and for the year then ended, which were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026 (the “2025 Form 10-K”).

Accounting Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. Within this report, certain dollar amounts and percentages have been rounded to their approximate values.

Reclassifications

Certain amounts recorded in the prior period unaudited condensed consolidated financial statements have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on previously reported operating results.

Reverse Stock Splits

On April 21, 2025, at the annual meeting of stockholders the stockholders of the Company approved a potential reverse stock split at a ratio of 1-to-2 to 1-to-30. The Board subsequently approved a reverse stock split of 1-for-15, which became effective on May 2, 2025 (the “May 2025 Reverse Stock Split”).

On May 23, 2025, at a special meeting of stockholders the stockholders of the Company approved a potential reverse stock split at a ratio of 1-to-2 to 1-to-250. The Board subsequently approved a reverse stock split of 1-for-50, which became effective on July 1, 2025 (the “July 2025 Reverse Stock Split” and together with the May 2025 Reverse Stock Split, the “Reverse Stock Splits”).

All issued and outstanding Class A common stock and per share amounts contained in the unaudited condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Splits for all periods presented. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of Class A common stock. A proportionate adjustment was also made to the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans to reflect the Reverse Stock Splits. Any fraction of a share of Class A common stock that was created as a result of the Reverse Stock Splits was rounded down to the next whole share and stockholders received cash settlement equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the Company’s Class A common stock as reported on Nasdaq on the last trading day before the Reverse Stock Splits effective dates. The authorized shares and par value of the Class A common stock and preferred stock were not adjusted as a result of the Reverse Stock Splits.

Treasury Stock

The Company accounts for treasury stock using the cost method.

Mezzanine Equity

The Company applies the guidance in Accounting Standards Codification (“ASC") 480-10-S99, Classification and Measurement of Redeemable Securities, to determine the appropriate classification of redeemable equity instruments. Shares of Class A common stock that are redeemable upon the occurrence of events that are not solely within the control of the Company are classified as mezzanine equity, presented on the unaudited condensed consolidated balance sheets between total liabilities and permanent stockholders' equity.

Mezzanine equity is initially measured at the gross proceeds allocated to the redeemable shares, reduced by (i) the fair value of the associated put option derivative liability recognized at inception and (ii) direct share issuance costs allocated to the redeemable shares. The carrying value of the mezzanine equity is accreted toward the contractual redemption value to the extent that the combined carrying value of the mezzanine equity and the associated put option derivative liability is less than the accreted contractual redemption value at the reporting date.

Option Contracts

The Company's option contracts are freestanding derivative instruments and have not been designated under hedge accounting. Premiums received at options contract inception are initially recorded on the unaudited condensed consolidated balance sheets, and subsequently reflected in earnings consistent with the subsequent fair value changes of the related options. The fair value of these written options is measured using standard option-pricing models incorporating SOL spot prices, time to expiration, and volatility. Because no observable market implied-volatility surface for SOL is available, volatility is estimated using trailing realized volatility of SOL and is not corroborated by observable market data. Accordingly, the options are classified as Level 3 within the fair value hierarchy. Changes in the fair value of the options are recognized on the unaudited condensed consolidated statements of operations and comprehensive loss within “Loss on digital asset derivatives”. Outstanding derivative liabilities as of June 30, 2026 are presented on the condensed balance sheets within "Accrued and other current liabilities".

Premiums received and paid on option contracts, cash settlements of option contracts, and cash posted and returned as margin collateral are presented within investing activities on the unaudited condensed consolidated statements of cash flows. Changes in the fair value of the options are non-cash and are reversed in the reconciliation of net loss to net cash used in operating activities.

Segment Information

Operating segments are components of an enterprise for which separate financial information is available and are evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assessing performance. The Company’s CODM is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business based solely on consolidated financial results and does not evaluate these operating segments separately, therefore, the Company has a single reporting segment and the determination of the single segment is consistent with the information provided to the CODM. The CODM reviews assets as presented on the consolidated balance sheets and reviews significant segment expenses in the same manner that they are reviewed on the consolidated statement of operations and comprehensive loss.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires interim and annual tabular disclosure of disaggregated information for certain income statement expense captions. Specific expense categories required to be disclosed quantitatively include inventory purchases, employee compensation, depreciation, and intangible asset amortization, as well as other specified expense categories currently disclosed under existing disclosure requirements. Additionally, any remaining amounts that are not separately disaggregated are required to be described qualitatively. ASU 2024-03 also requires separate disclosure of total selling expenses incurred each reporting period, with annual disclosure of the entity's definition of selling expenses. The annual disclosures required by ASU 2024-03 are effective for the Company beginning in its fiscal year ending December 31, 2027, with interim disclosures effective beginning in its fiscal year ending December 31, 2028. The provisions of ASU 2024-03 are to be applied prospectively, although retrospective application is permitted. Early adoption is also permitted. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.

3. DIGITAL ASSETS

As of June 30, 2026, the Company’s holdings of digital assets were concentrated withtwo custodians used by the Company to hold digital assets, including unrestricted SOL (“Unlocked SOL”), which unless qualified otherwise, shall only refer to unrestricted SOL tokens that are readily transferable on-chain on the Solana network or staked SOL subject to the normal unbonding period and restricted SOL subject to contractual lock-up (“Locked SOL”). The Company primarily holds SOL at custodians but may also hold cash and cash equivalents. As of June 30, 2026, the Company held $2.7 million in fiat currency at custodians which is presented on the unaudited condensed consolidated balance sheets within "Cash and cash equivalents". The Company does not hold a significant portion of digital assets at an exchange. As of June 30, 2026, the Company held less than 1% of the total supply of SOL.

Digital Assets Subject to Lock-up Schedules

Certain digital assets, digital assets receivable and digital assets underlying equity investments are subject to sale restrictions through lock-up schedules typically associated with lock-up agreements with digital asset foundations such as the Solana Foundation.

Locked SOL that are held directly in the Company’s custodial digital asset wallets are recorded as digital assets, restricted on the consolidated balance sheets, and include the Locked SOL contributed to the Company as part of the September 2025 private placement (“Locked PIPE SOL”), see Note 9 for additional details. The underlying restricted SOL for the Locked PIPE SOL unlock on a monthly basis in relatively even intervals and amounts through January 2028.

The following table presents the quantity of tokens that will unlock for the Company’s Locked PIPE SOL summarized by year as of June 30, 2026:

Staked Digital Assets

The Company has staked the majority of its digital assets as of June 30, 2026 as shown in the table below. The Company’s ability to sell or transfer staked digital assets is subject to restrictions related to the unbonding period on the blockchain. As of June 30, 2026, all the Company’s staked digital assets were SOL and were staked on the Solana network and the unbonding period is between 2 and 3 days.

Digital Asset Holdings

The following table presents the Company's digital assets holdings as of June 30, 2026:

The Company’s digital asset holdings represent 86.2% of the Company’s total assets as of June 30, 2026. The following table presents a roll-forward of digital assets fair value for thethree and six months ended June 30, 2026 (in thousands):

(1)Includes realized losses of $7.0 million for the three months ended March 31, 2026. Does not include losses from digital assets receivable or digital asset fund investment.

(2)Includes realized losses of $25.4 million for the three months ended June 30, 2026. Does not include losses from digital assets receivable or digital asset fund investment.

4. DIGITAL ASSETS RECEIVABLE

The Company holds an ownership interest in Digital Assets Receivable, which entitles it to receive distributions of SOL as the underlying assets unlock in accordance with predetermined lock-up schedules applicable to the relevant pools. Digital Assets Receivable represents the Company’s pro rata entitlement to receive underlying SOL upon the expiration of contractual lock-up restrictions and does not constitute a debt instrument or financial receivable. The underlying restricted SOL tokens for Digital Assets Receivable is staked through protocol-based mechanisms, and the Company is entitled to receive the associated protocol-generated staking rewards attributable to each tranche of underlying SOL as such tranche unlocks.

The underlying restricted SOL for the Digital Assets Receivable unlock on a monthly basis in relatively even intervals and amounts through January 2028. The following table presents the quantity of tokens that the Company has a right to receive upon unlock of the Digital Assets Receivable summarized by year as of June 30, 2026:

The Company’s digital asset receivables represent 9.3% of the Company’s total assets as of June 30, 2026. The following table presents a roll-forward of Digital Assets Receivable fair value for thethree and six months ended June 30, 2026 (in thousands):

5. DIGITAL ASSET FUND INVESTMENT

For thethree and six months ended June 30, 2026, the Company held a minority membership interest of approximately 1% in Digital Asset Fund Investment, which represents the Company’s pro rata entitlement to receive distributions of SOL as the underlying assets unlock in accordance with predetermined contractual lock-up schedules. The underlying SOL held by the fund is staked through protocol-based mechanisms, and the Company is entitled to receive its pro rata share of protocol-generated staking rewards attributable to each tranche of SOL as such tranche unlocks. Other than the distributions as the underlying SOL unlocks, our investment in the Digital Asset Fund Investment is not redeemable.

The underlying restricted SOL for the Digital Asset Fund Investment unlock on a monthly basis in relatively even intervals and amounts through January 2028. The following table presents the expected fund distribution of the Company’s pro rata share of the Digital Asset Fund Investment by calendar year as of June 30, 2026:

The following table presents the Company's Digital Asset Fund Investment holdings as of June 30, 2026:

The following table presents a roll-forward of Digital Asset Fund Investment fair value for thethree and six months ended June 30, 2026 (in thousands):

6. DIGITAL ASSETS COLLATERAL RECEIVABLE

In connection with the Company’s OTC SOL put options strategy, the Company pledges or transfers SOL to institutional counterparties to collateralize the underlying transactions. During thethree and six months ended June 30, 2026, these transactions were governed by long-form confirmations and International Swaps and Derivatives Association agreements (together, “ISDA Agreements”). Under the ISDA Agreements, the Company’s SOL are pledged as collateral and can be rehypothecated, re-pledged, or otherwise deployed by the derivative counterparties. The Company’s transfer of digital assets into digital assets collateral receivable is a derecognition event and the Company recognizes a realized loss on digital assets upon derecognition of the pledged SOL (see Note 3).

The Company's outstanding SOL put option contracts as of June 30, 2026 are collateralized by 31,436 of the Company’s SOL, which have been transferred to an institutional counterparty. These 31,436 tokens are presented in aggregate as approximately $2.3 million in “Digital assets collateral receivable” on the unaudited condensed consolidated balance sheets as of June 30, 2026. Due to (i) the Company's limited historical loss experience for digital assets collateral receivable, (ii) the counterparty being an institutional counterparty and (iii) the short tenor of the outstanding options contracts there is no expected credit loss recorded as of June 30, 2026.

The following table presents a roll-forward of Digital Assets Collateral Receivable fair value for thethree and six months ended June 30, 2026 (in thousands):

(1)Recognized within "Unrealized (gain) loss on digital assets and digital assets receivable" on the unaudited condensed consolidated statements of operations and comprehensive loss.

7. DERIVATIVES

OTC SOL Options

The Company enters into over-the-counter ("OTC") option contracts referencing the price of SOL in connection with managing the risk and return profile of its digital asset treasury. The primary underlying risk exposure of these contracts is SOL price risk. The contracts are not designated as hedging instruments under ASC 815-20. The Company writes put options to generate premium income on its treasury holdings, and enters into call option spreads to obtain participation in increases in the price of SOL. During the six months ended June 30, 2026, the Company (i) wrote SOL put options, receiving premium in exchange for the obligation to pay at maturity any excess of the strike price over the settlement price, and (ii) entered into SOL call option spreads, purchasing near-the-money calls and simultaneously writing further out-of-the-money calls of equal size and maturity for a net premium paid, obtaining participation in increases in the price of SOL up to the strike price of the written calls. All contracts were cash-settled, except one written put option that provided for physical settlement and expired unexercised, and all were collateralized by SOL (see Note 6) and U.S. dollars posted as initial and variation margin. U.S. dollars posted as margin collateral of $0.2 million as of June 30, 2026, are included in "Prepaid expenses and other current assets".

As of June 30, 2026, the Company’s outstanding SOL put option contracts referenced 288,805 SOL with strike prices ranging from $63.00 to $69.30 and maturities extending through July 10, 2026. See Note 8 for information regarding the fair value measurement of these contracts. On July 10, 2026, the SOL put options expired out-of-the-money.

The following table presents a roll-forward of OTC option contracts for the six months ended June 30, 2026:

Registered Direct Offering Put Options

In connection with the April 2026 Registered Direct Offering, the Company granted the Purchasers the right to require the Company to repurchase their shares upon certain qualifying events. The Put Options were issued as consideration in that offering rather than for risk management purposes, and their primary underlying risk exposure is the price of the Company's Class A common stock. The Put Options are freestanding derivative instruments classified as liabilities and are not designated as hedging instruments. See Note 9 for the terms of the Put Option Agreements and the related mezzanine equity classification.

The following table presents the derivative liability fair values by type as of June 30, 2026:

The Company does not offset derivative assets and derivative liabilities on the unaudited condensed consolidated balance sheets. Under the ISDA Agreements, amounts owed between the parties may be set off, and posted collateral may be applied against outstanding obligations, only upon an event of default or termination event with respect to the other party. Because these rights are conditional, the Company presents derivative assets and liabilities on a gross basis. The Put Options are not subject to a master netting arrangement.

The following table presents the gross and net amounts of the Company's OTC SOL option contracts, which are subject to enforceable master netting arrangements under the ISDA Agreements, as of June 30, 2026 (in thousands):

The following table presents the gains and losses for derivatives by type for thethree and six months ended June 30, 2026 (in thousands):

(1)Of the total gains and losses included in earnings, a gain of $56 thousand in "Loss on digital asset derivatives" and a loss of $322 thousand in "Change in fair value of derivative liability" are attributable to derivative instruments still held as of June 30, 2026.

Credit-Risk-Related Contingent Features

Certain of the Company's derivative instruments contain provisions that could accelerate settlement or increase collateral requirements upon a deterioration in financial condition. The Put Options may be exercised upon a failure of the Company's net debt to total capitalization ratio to remain at or below 30%. Under the ISDA Agreements governing the OTC SOL options, a single-day decline of 25% or more in the net equity of the Company's subsidiary that is party to those agreements, or a default on indebtedness of $100,000 or more, constitutes an additional termination event, upon which the minimum transfer amount for collateral demands is reduced to zero, the counterparty's obligation to return posted collateral is suspended, and the counterparty may liquidate posted collateral and terminate outstanding transactions.

As of June 30, 2026, the aggregate fair value of derivative liabilities containing such features was $4.5 million, consisting of $4.2 million of Put Options, against which no collateral was posted, and $0.3 million of OTC SOL options, against which the Company has posted collateral with a fair value of $2.6 million. Had these features been triggered as of June 30, 2026, the amount required to settle the Put Options would have been $8.1 million; posted collateral exceeded the net liability under the OTC SOL options, and no additional collateral would have been required.

8. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value of an asset or liability considers assumptions that market participants would use in pricing the asset or liability, including consideration of non-performance risk. The inputs used to determine fair values are categorized in one of the following three levels of the fair value hierarchy:

Level 1 – Quoted market prices in active markets for identical assets or liabilities.

Level 2 – Inputs, other than quoted prices in active markets, that are observable, either directly or indirectly.

Level 3 – Unobservable inputs that are not corroborated by market data.

The following table presents the Company's financial assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall as of June 30, 2026 (in thousands):

*Subject to contractual sales restriction. See Note 3.

**Underlying assets subject to contractual sales restriction. See Notes 4 and 5.

***Represents the fair value of written OTC SOL put option contracts outstanding as of June 30, 2026, which are included within "Accrued and other current liabilities" on the unaudited condensed consolidated balance sheets. Fair value is estimated using standard option-pricing models incorporating SOL spot prices, implied volatility, and time to expiration. See Notes 2 and 7.

****Represents the fair value of put option agreements entered into in connection with the April 2026 Registered Direct Offering, which are included within "Derivative liability" on the unaudited condensed consolidated balance sheets. Fair value is estimated using an option lattice model. See Notes 2 and 9.

SOL digital assets and digital assets, restricted, are measured at fair value on a recurring basis using quoted prices of SOL in the Company’s principal market for Unlocked SOL (Level 1 inputs). Digital assets receivable and digital assets fund investment are measured at fair value on a recurring basis using quoted prices of the underlying Locked SOL in the Company’s principal market for Unlocked SOL (Level 2 inputs). As of midnight UTC on June 30, 2026, the price per SOL was $73.54.

Premiums received for OTC put option derivative liabilities at inception are initially recorded on the unaudited condensed consolidated balance sheets, and subsequently reflected in earnings consistent with the subsequent fair value changes of the related options. The fair value of these written options is measured using standard option-pricing models incorporating SOL spot prices, time to expiration, and volatility. Because no observable market implied-volatility surface for SOL is available, volatility is estimated using trailing realized volatility of SOL and is not corroborated by observable market data. Accordingly, the options are classified as Level 3 within the fair value hierarchy.

The fair value of the RDO put option derivative liability is estimated using an option lattice model incorporating assumptions related to the likelihood and timing of qualifying exercise triggering events, the contractual repurchase price, the risk-free rate, expected volatility of the Company's Class A common stock, and the contractual internal rate of return floor of 7.0% per annum. The put options are classified as Level 3 within the fair value hierarchy due to the use of significant unobservable inputs, primarily expected volatility. The RDO put option derivative liability is presented in "Derivative liability" on the unaudited condensed consolidated balance sheets.

The following table presents the significant unobservable inputs used in the fair value measurement of the Company's Level 3 derivative liabilities as of June 30, 2026:

(1)The weighted average implied volatility is calculated by weighting each contract's implied volatility by the relative fair value of that contract.

The fair value measurements of the OTC SOL put options and the Put Options incorporate volatility assumptions that are not observable in the market. An increase in the volatility assumption used would increase the fair value of the related derivative liability, and a decrease would reduce it. Because the repurchase price of the Put Options accretes at a rate in excess of the risk-free rate, exercise prior to the latest available exercise date would not be economically advantageous to the holders. Accordingly, the fair value of the Put Options is not significantly sensitive to assumptions regarding the timing of exercise.

The following table presents a roll-forward of the Company's derivative assets measured at fair value on a recurring basis using Level 3 inputs for thethree and six months ended June 30, 2026 (in thousands):

The following table presents a roll-forward of the Company's derivative liabilities measured at fair value on a recurring basis using Level 3 inputs for thethree and six months ended June 30, 2026 (in thousands):

(1)Amounts presented in parentheses reduce the carrying amount of the related derivative. Accordingly, parenthetical amounts in the derivative liabilities roll-forward represent gains included in earnings. See Note 7 for the statement of operations line items in which these gains and losses are recognized.

The unaudited condensed consolidated financial statements include financial instruments for which the fair market value of such instruments may differ from amounts reflected on a historical cost basis. As of June 30, 2026 and December 31, 2025, financial instruments of the Company consist of cash equivalents, which were comprised of deposits of excess cash in an unrestricted money market savings account, USD Coin (“USDC”) at custodians and a money market mutual fund. The carrying value of cash equivalents generally approximates fair value due to their short-term nature.

9. COMMON STOCK AND WARRANTS

Registered Direct Offering

On April 27, 2026, the Company entered into securities purchase agreements (collectively, the “RDO Purchase Agreements”) with the purchasers named therein (the “Purchasers”), pursuant to which the Company issued and sold to the Purchasers, in a registered direct offering (the “Registered Direct Offering”),3,076,922 shares of the Company’s Class A common stock. The offering price of each Share was $2.60 per share (the “Offering Price”). The Registered Direct Offering closed on April 29, 2026. The net proceeds to the Company from the Registered Direct Offering were $7.9 million after $0.1 million of transaction related costs.

The 3,076,922 shares of Class A common stock issued in the April 2026 Registered Direct Offering are classified as mezzanine equity because the holders have the right, under certain conditions, to require the Company to repurchase such shares at the offering price plus a contractual 7.0% per annum internal rate of return. Certain triggering events that would allow holders to exercise such repurchase rights are not solely within the control of the Company.

In connection with the Registered Direct Offering, the Company entered into put option agreements (collectively, the “Put Option Agreements”) with the Purchasers pursuant to which the Company granted each Purchaser the right to require the Company to repurchase all or a portion of the shares of Class A common stock it purchased in the Registered Direct Offering at a price per share equal to the Offering Price plus an amount that would result in an internal rate of return of 7.0% per annum (collectively, the “Put Options”). The Put Options may be exercised in connection with the occurrence of certain qualifying events, including the 12-month and 18-month anniversaries of the closing of the Registered Direct Offering, a failure of the Company’s net debt to total capitalization ratio to remain at or below 30%, or a suspension or halt of trading in the Class A common stock on the applicable trading market exceeding a specified number of consecutive trading days or the issuance of a delisting notice. See Note 7. As of June 30, 2026, there have been no qualifying events under the Put Option Agreements.

The redemption value of the Registered Direct Offering shares was $8.1 million as of June 30, 2026 which is less than the combined fair value of the associated put option derivative liability of $4.2 million and the carrying value of the mezzanine equity of $4.0 million as of June 30, 2026. Accordingly, no accretion of the mezzanine equity carrying value was required during theperiod.

Stock Repurchase Program

On November 3, 2025, the Company’s Board of Directors (the “Board”) approved a stock repurchase program for the purchase of up to $100 million of the Company’s outstanding Class A common stock (the “Stock Repurchase Program”). Repurchases of Class A common stock may be made in the open market (including through Rule 10b-18 compliant transactions), in privately negotiated transactions, in block trades, through one or more accelerated share repurchase transactions, through one or more trading plans intended to comply with Rule 10b5-1, through tender offers, or by any combination of the foregoing. The Company may determine the timing, amount and method of repurchases based on market conditions, share price, legal and regulatory requirements, and other considerations in its sole discretion. The Stock Repurchase Program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended or terminated at any time.

As of June 30, 2026 and December 31, 2025, the Company held 2,937,083 and 0 shares, respectively, of its Class A common stock in treasury. During thethree and six months ended June 30, 2026, the Company purchased 1,333,112 and 2,937,083 shares at a total cost of $2.3 million and $5.9 million, respectively.

September 2025 Private Placements

On September 15, 2025, the Company entered into a securities purchase agreement (the “Cash Purchase Agreement”) with certain investors (the “Cash Purchasers”) pursuant to which the Company sold, in a private placement (the “Cash Offering”), an aggregate offering of (i)38,049,663 shares (the “Cash Shares”) of Class A common stock at an offering price of $6.881 per Cash Share (the “Per Share Cash Purchase Price”); and 36,261,239 pre-funded warrants (the “Cash Pre-Funded Warrants”) to purchase shares of Class A common stock (the “Cash Pre-Funded Warrant Shares”) at the Per Share Cash Purchase Price less $0.001 per Cash Pre-Funded Warrant, and (ii)73,941,196 stapled warrants (the “Cash Stapled Warrants”) to purchase shares of Class A common stock (the “Cash Stapled Warrant Shares”) at an exercise price of $10.134 per Cash Stapled Warrant. In the Cash Offering, the Cash Purchasers tendered any of U.S. dollars, USD Coin (“USDC”) or Tether (“USDT”) (or a combination thereof) to the Company as consideration for the Cash Shares, Cash Stapled Warrants and Cash Pre-Funded Warrants.

On September 15, 2025, the Company also entered into securities purchase agreements (the “Cryptocurrency Purchase Agreements,” and together with the Cash Purchase Agreements, the “Purchase Agreements”) with certain investors (the “Cryptocurrency Purchasers,” and together with the Cash Purchasers, the “Purchasers”) pursuant to which the Company agreed to sell to the Cryptocurrency Purchasers in a private placement (the “Cryptocurrency Offering,” and together with the Cash Offering, the “2025 PIPE Offerings”) (i) pre-funded warrants to purchase shares of Class A common stock at an offering price of $6.881 less $0.001 (the “Cryptocurrency Pre-Funded Warrants” and together with the Cash Pre-Funded Warrants, the “2025 Pre-Funded Warrants”) and (ii) stapled warrants (the “Cryptocurrency Stapled Warrants,” and together with the Cash Stapled Warrants, the “2025 Stapled Warrants”) at an exercise price of $10.134. In the Cryptocurrency Offering, the Cryptocurrency Purchasers tendered Locked SOL to the Company as consideration for the Cryptocurrency Pre-Funded Warrants and the Cryptocurrency Stapled Warrants.

Clear Street LLC (“Clear Street”) served as lead placement agent and Maxim Group LLC (“Maxim”) served as co-placement agents in the 2025 PIPE Offerings, pursuant to the terms of a placement agency agreement and received aggregate compensation of $11.1 million. Clear Street was also issued 369,706 shares of the Company’s Class A common stock. The Company recorded non-cash financing offering costs of $8.6 million on the statement of operations based on the Company’s closing stock price of $23.17 on the 2025 PIPE Offerings closing date.

The aggregate gross proceeds to the Company were $508.8 million including $119 million in contributed digital assets comprised of $75.6 million of Locked PIPE SOL, $34.3 million of USDC and $9.1 million of USDT, resulting in net cash proceeds of $374.9 million after deducting placement agent fees and other cash offering expenses of $14.9 million.

September 2025 Advisory Warrants

On September 15, 2025, the Company entered into a Strategic Advisory Agreement (the “Strategic Advisory Agreement”) with Pantera Capital Management LP, a Delaware limited partnership (“Pantera”) and Summer Wisdom Holdings Limited (“Summer” and with Pantera, the “Advisors”). In connection with the closing of the 2025 PIPE Offerings, on September 18, 2025, the Company issued (i) warrants to purchase 5,175,883 shares of Class A common stock to Pantera (the “Pantera Base Advisor Warrants”) and (ii) warrants to purchase 2,218,236 shares of Class A common stock to Summer (the “Summer Base Advisor Warrants” and together with the Pantera Base Advisor Warrants, the “Base Advisor Warrants”). Upon the exercise of each Stapled Warrant, each of Pantera and Summer shall receive an additional grant of warrants to purchase an amount of shares of Class A common stock equal to their respective portion of 5% of the shares of Class A common stock issued upon such exercise (the "Performance Advisor Warrants", and together with the Base Advisor Warrants, the “Advisor Warrants”). The exercise price per share of the Advisor Warrants shall be equal to $0.001 per underlying share of Class A common stock. The Company recorded $171.3 million in non-cash financing costs, determined using a Black-Scholes model, on the statement of operations for the period ended December 31, 2025. Based on the exercise price of $0.001, the Black-Scholes value was effectively the same as the Company’s stock price of $23.17 as of the date of closing of the 2025 PIPE Offerings.

Pursuant to the Strategic Advisory Agreement, Pantera and Summer agreed not to sell, transfer, pledge, hedge, or otherwise dispose of any shares underlying the Strategic Advisory Warrants for 180 days after the closing of the 2025 PIPE Offerings (the “Advisor Lock-Up Period”), except (i) transfers to affiliates that agree in writing to be bound by the remainder of the Advisor Lock-Up Period, or (ii) with the Company’s prior written consent.

June 2025 Offering

In June 2025, the Company completed a registered offering of common stock, pre-funded warrants and accompanying common warrants, together with warrants issued to the placement agent (collectively, the "2025 Warrants"). The common warrants contained a provision permitting holders to receive twice the number of shares issuable on a cash exercise without additional payment, and provided for exercise price resets on the fifth trading day and tenth calendar day after issuance, with a corresponding increase in the number of shares issuable such that the aggregate exercise price remained unchanged.

Because of that provision, the common warrants did not qualify for equity classification and were recorded as a derivative liability of $3.4 million at issuance, measured using a Monte Carlo simulation model. Offering costs of $0.5 million allocated to the derivative liability were expensed. The exercise price and share resets resulted in a loss of $6.2 million recognized in "Change in fair value of derivative liability." Expected volatility of 99.95% was the significant unobservable input used at issuance and at each remeasurement date; the remaining inputs were observable. The derivative liability was reclassified to equity upon exercise of the warrants during 2025 and had no fair value as of June 30, 2026.

The aggregate gross proceeds to the Company were $9.1 million, before deducting placement agent fees and other expenses of $1.2 million and repayment of promissory notes of $1.56 million. Maxim Group LLC served as placement agent and received a cash fee of 7% of gross proceeds plus reimbursement of legal fees of up to $100 thousand.

April 2025 Private Placement

On April 24, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”) pursuant to which the Company sold, in a private placement (the “2025 Private Placement”), unsecured 20% original issue discount promissory notes with an aggregate principal amount of $1.56 million (the “Notes”) with a maturity date of the earlier of a) July 24, 2025, b) the closing date of the Company’s next registered offering of securities on Form S-1. The Purchase Agreement also provides for the issuance of an aggregate of 1,760 shares of common stock of the Company, par value $0.001 per share (the “Private Placement Shares”) to the Purchasers. The transaction closed on April 25, 2025.

Maxim Group LLC served as the placement agent in the 2025 Private Placement, pursuant to the terms of a placement agency agreement and received 7% of the gross proceeds of the Offering and reimbursement of the legal fees of its counsel of up to $15 thousand.

The aggregate gross proceeds to the Company were $1.3 million, before deducting placement agent fees and expenses of $0.1 million.

Warrant inducement

On January 21, 2025, the Company entered into warrant exercise inducement offer letters (the “Inducement Letters”) with certain holders (the “Holders”) of its existing 2024 Public Warrants to purchase shares of the Company’s Class A common stock (the “Existing Warrants”), pursuant to which the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 6,628 shares of the Company’s Class A common stock, in the aggregate, at a reduced exercise price of $563.25 per share, in exchange for the Company’s agreement to issue new Series C Warrants and Series D Warrants (the “Inducement Warrants”) on substantially the same terms as the Existing Warrants described below, to purchase up to 8,281 shares of the Company’s Class A common stock (the “Inducement Warrant Shares”). The Company received aggregate gross proceeds of approximately $3.7 million from the exercise of the Existing Warrants by the Holders. The Company engaged Roth Capital Partners, LLC (“Roth”) to act as its financial advisor with the transactions summarized above and has paid Roth $0.2 million for its services, in addition to reimbursement for certain expenses along with other legal and regulatory expenses of $0.1 million resulting in net proceeds of $3.4 million and non-cash share issuance costs of $1.0 million and $3.1 million related to the modification of the Existing Warrants and issuance of the Inducement Warrants, respectively. As of June 30, 2025,3,572 shares (the “Abeyance Shares”) from the exercised Existing Warrants that were held in abeyance due to the ownership limitations from the warrant agreements have been issued at the direction of the Holders.

On April 21, 2025, stockholder approval was obtained for the issuance of the Inducement Warrants at the Company’s annual meeting of stockholders.

2025 At-The-Market Offering

On September 15, 2025, the Company entered into a Sales Agreement (as amended and restated, the “2025 Sales Agreement”) with Clear Street and Maxim, as co-sales agents, to create an at-the-market offering program (the “2025 ATM”) under which the Company may offer and sell shares with an aggregate offering price of up to $92.8 million. On May 29, 2026, the Company amended and restated the 2025 Sales Agreement to, among other things, increase the aggregate gross sales price of shares that may be offered and sold from time to time from $92.8 million to $250.0 million. Clear Street and Maxim are entitled to a fixed commission rate equal to up to 3% of the gross proceeds pursuant to the 2025 Sales Agreement. During the six months ended June 30, 2026 and 2025, no shares were sold under the 2025 ATM.

2023 At-The-Market Offering

On June 23, 2023, the Company entered into a Sales Agreement (the “2023 Sales Agreement”) with Roth to create an at-the-market offering program (the “2023 ATM”) under which the Company may offer and sell shares with an aggregate offering price of up to $2.0 million. Roth is entitled to a fixed commission rate equal to up to 3% of the gross proceeds pursuant to the 2023 Sales Agreement. On July 7, 2025, the Company filed a prospectus supplement that amended and supplemented the prior prospectus supplements related to the 2023 ATM to increase the maximum offering size to $25.0 million. During the six months ended June 30, 2026 and 2025, the Company sold zero and 124 shares, respectively, generating net proceeds after commissions ofzero and $74.5 thousand after deducting $2.5 thousand in commissions and fees, respectively.

The following table provides a roll-forward of the number of shares of Class A common stock underlying warrants issued during thethree and six months ended June 30, 2026 and thethree and six months ended June 30, 2025:

(1)The Company’s outstanding equity-classified warrants as of June 30, 2026 have a weighted average exercise price of $7.63.

(2)Exercise prices for outstanding other equity warrants as of June 30, 2026 range from $563.25 to $1,856.25 per share of Class A common stock exercised.

(3)Expiration dates for outstanding other equity warrants as of June 30, 2026 range from April 2027 to April 2030.

(4)As of December 31, 2025, the Company received formal notice of exercise from the holder and shares were issued in January 2026.

(5)As of June 30, 2026, the Company received formal notice of exercise from the holder and shares were issued in July 2026.

(6)The Cash Stapled Warrants have an expiration of June 2028 and the Cryptocurrency Stapled Warrants have an expiration of July 2028.

10. STOCK-BASED COMPENSATION

The Company may issue stock-based compensation awards under the Company’s 2022 Equity Incentive Plan (as amended, the “2022 Plan”) or the Company’s 2021 Inducement Plan (as amended, the “Inducement Plan”), as described more fully in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026.

On May 30, 2024, the Board adopted a First Amendment (the “Amendment”) to the 2022 Plan. On June 27, 2024, at the annual meeting of stockholders, the stockholders of the Company approved the Amendment. Pursuant to the terms and conditions of the Amendment, the 2022 Plan was amended to increase the aggregate number of shares of Class A common stock that may be issued under the 2022 Plan to 2,785 new shares with an automatic increase on January 1st of each year by an amount equal to 5% of the fully diluted shares (as defined in the 2022 Plan) as of the last day of the preceding calendar year. As of January 1, 2025, the number of shares authorized for issuance increased from 2,785 to 3,605. On April 22, 2025, the Board adopted an amendment to the 2022 Plan to increase the aggregate number of shares of Class A common stock that may be issued under the 2022 Plan to 20% of the fully diluted shares on the 10 th calendar date following the first closing of a registered offering of the Company’s Class A common stock that occurs on or after May 15, 2025 (the “April Equity Plan Amendment”). The April Equity Plan Amendment was approved by stockholders at the special stockholders meeting held on May 23, 2025, and on June 16, 2025, following the 2025 Offering, the number of shares authorized for issuance increased from 3,605 to 142,286. On September 25, 2025, the Board adopted an amendment to the 2022 Plan to increase the aggregate number of shares of Class A common stock that may be issued under the 2022 Plan by 4,000,000 shares (the “September Equity Plan Amendment”). The September Equity Plan Amendment was approved by stockholders at the special stockholders meeting held on October 30, 2025, and the number of shares authorized for issuance increased from 142,286 to 4,142,286. On January 1, 2026, the number of shares authorized for issuance increased by 7,965,869 to 12,108,155.

As of June 30, 2026, the remaining shares available for grant were 10,669,709 under the 2022 Plan and 192 under the Inducement Plan. During the six months ended June 30, 2026, the Company granted 168,372 stock options out of the 2022 Plan andno stock options out of the Inducement Plan. The options vest overone tothree years and expireten years after the grant date. A total of 847 stock options were granted under the 2022 Plan during the six months ended June 30, 2025.

Stock option activity during the six months ended June 30, 2026 was as follows:

The grant date fair values of the stock options were estimated using the Black-Scholes option pricing model using the following weighted average assumptions:

The following table summarizes restricted stock unit ("RSU') activity during the six months ended June 30, 2026:

As of June 30, 2026, the total remaining unrecognized compensation expense related to nonvested stock options and RSUs was $0.2 million which will be amortized over the weighted-average remaining requisite service period of 0.5 years years.

11. BASIC AND DILUTED LOSS PER SHARE

The table below presents the computation of basic and diluted loss per share (in thousands, except share and per share information):

(1)The weighted average number of common shares outstanding as of June 30, 2025 includes the Abeyance Shares from the exercise of the Existing Warrants, the exercise of which was fully paid by the Holders and requires no further consideration for the delivery of the shares of Class A common stock. Therefore, the Abeyance Shares are included in the computation of basic and diluted loss per share as of the exercise date. The Abeyance Shares were subsequently issued at the direction of the Holder.

(2)In September 2025, in connection with the 2025 PIPE Offerings, the Company issued and sold 2025 Pre-funded Warrants exercisable for an aggregate of 36,261,239 shares of Class A common stock. The 2025 Pre-funded Warrants are included in the computation of basic and diluted loss per share as of the issuance date. Refer to Note 9 for additional information about the 2025 PIPE Offerings and the 2025 Pre-Funded Warrants.

The following outstanding securities, presented based on amounts outstanding as of the end of each period, were not included in the computation of diluted net loss per share for the periods indicated, as they would have been anti-dilutive due to the net loss in each period.

12. RELATED PARTIES

Strategic Advisory Agreement

In connection with the 2025 PIPE Offerings, the Company entered into the Strategic Advisory Agreement with Pantera and Summer. Under the terms of the agreement, the Advisors will provide strategic advisory services in connection with the expansion and diversification of the Company’s core business through integration of cryptocurrency and digital asset strategies in its product offerings and as part of its SOL treasury management strategy fortwo years. As consideration for these services, Pantera and Summer received the Advisor Warrants to purchase shares of the Company’s Class A common stock as discussed in more detail in Note 9.

During thethree and six months ended June 30, 2026, the Company recognized pass-through expenses from Summer of $51 thousand and $57 thousand, respectively, which is permissible under the Strategic Advisory Agreement and is classified under selling, general and administrative operating expense in the statement of operations. As of June 30, 2026, there wereno amounts payable to Summer related to the Strategic Advisory Agreement.

Trading Advisory Agreement

In connection with the 2025 PIPE Offerings, the Company entered into a Trading Advisory Agreement (the “Trading Advisory Agreement”) with Pantera, pursuant to which the Company engaged Pantera to manage the investment of substantially all of Company’s digital assets, digital asset derivatives, cash and other assets for an initial term of ten (10) years, which term automatically renews for successive periods of one (1) year each, subject to the mutual agreement of the Company and Pantera. The management fees pursuant to the Trading Advisory Agreement shall be equal to: (a)1.0%, if the Client’s Assets Under Management is less than or equal to $1 billion, (b)0.75% per annum of assets under management (“AUM”) if AUM is more than $1 billion but less than or equal to $5 billion and (c)0.50% per annum of AUM if AUM is more than $5 billion.

During thethree and six months ended June 30, 2026, the Company recognized $0.5 million and $1.1 million, respectively, in trading advisory fees in connection with the Trading Advisory Agreement for the management fee for Company AUM by Pantera and is classified under selling, general and administrative operating expense in the statement of operations. As of June 30, 2026, the Company has a balance of $0.1 million in accounts payable due to Pantera under the Trading Advisory Agreement.

13. INCOME TAXES

The Company accounts for income taxes in interim periods using the estimated annual effective tax rate method. Under this method, the Company estimates its annual effective tax rate for the full fiscal year and applies that rate to year-to-date pre-tax income or loss, and records discrete tax items in the period in which they occur. The Company’s effective income tax rate for thethree and six months ended June 30, 2026 and twelve months ended December 31, 2025 was 0.0% and 0.0%, respectively. The difference in the effective income tax rate compared with the U.S. federal statutory rate of 21.0% is primarily due to the full valuation allowance recorded against its deferred tax assets, as well as the impact of losses generated in both domestic and foreign jurisdictions for whichno tax benefit or expense has been recognized.

The Company continues to assess the realizability of its deferred tax assets at each reporting date. Based on the weight of available evidence, management concluded that it is not more likely than not that the Company’s net deferred tax assets will be realized and, accordingly, the Company continues to maintain a full valuation allowance as of June 30, 2026.

14. SUBSEQUENT EVENTS

Share Purchase Agreement

On March 17, 2026, Solana Company (Hong Kong) Limited entered into a share purchase agreement to acquire, directly or indirectly, all of the issued share capital of a Hong Kong trust company. The acquisition closed on July 15, 2026. The total purchase price for the acquisition was $2 million, consisting of 50% payable in cash, $0.5 million of which was paid as a deposit during the second quarter of 2026 and the remaining $0.5 million was paid in July 2026, and 50% equity consideration, pursuant to which 597,086 shares of our Class A common stock were issued to the Sellers.

Stock Repurchases

Subsequent to June 30, 2026, pursuant to the Company’s Stock Repurchase Program, see Note 9, the Company repurchased 488,575 shares of its Class A common stock at a weighted-average purchase price of $1.77 per share. The Company also repurchased, in a private transaction,226,172 of its Class A common stock at a price of $1.64 per share.