Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Board Changes
As previously disclosed, on October 30, 2025 at the special meeting of stockholders (the “Special Meeting”) of Solana Company (formerly known as Helius Medical Technologies, Inc.) (the “Company”), shareholders of the Company approved the election of Cosmo Jiang to the Company’s Board of Directors (the “Board”). Immediately following the Special Meeting, Cosmo Jiang became a director of the Board.
On October 30, 2025, the Company received a written letter of resignation from Jeffrey S. Mathiesen (the “Resignation Letter”) informing the Executive Chairman of his resignation from the Board effective that same day. Mr. Mathiesen was not a member of any committees of the Company. Mr. Mathiesen’s decision to resign is not the result of any disagreement with the Company and was in connection with the election of Cosmo Jiang to the Board. A copy of the Resignation Letter is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Employment Agreement
On October 30, 2025, Solana Company (Hong Kong) Limited (“Solana Company HK”), a wholly owned subsidiary of the Company, entered into an Employment Agreement with Joseph Chee (the “Employment Agreement”). A copy of the Employment Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
The Employment Agreement entitles Mr. Chee to, among other benefits, the following compensation:
| ● | An annual base salary of US$525,000 (the “Annual Base Salary”), reviewed at least annually; |
| ● | a sign on cash bonus of US$61,250, considering the preparation work and contribution Mr. Chee has done during the period from September 18, 2025 up to October 30, 2025; |
| ● | a discretionary annual cash bonus, the target value of which is 100% of the Annual Base Salary; and |
| ● | additional incentives, as may be approved by the Board of Directors of Solana Company HK at its sole and absolute discretion in a separate grant letter. |
Item 7.01Regulation FD Disclosure.
On November 5, 2025, Solana Company (formerly known as Helius Medical Technologies, Inc.) (the “Company”) issued a press release announcing that its board of directors approved a stock repurchase plan to acquire up to $100 million of the Company’s outstanding Class A common stock, $0.001 par value per share. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Information contained on or accessible through any website reference in either press release is not part of, or incorporated by reference in, this Current Report on Form 8-K, and the inclusion of such website addresses in this Current Report on Form 8-K by incorporation by reference of such press release is as inactive textual reference only.
Exhibit 99.2 hereto contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.2 and in the other reports of the Company filed with the Securities and Exchange Commission, including that actual events or results may differ materially from those in the forward-looking statements.
The information in this Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.2 hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated
