What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-25 · 689 added, 382 removed, 379 unchanged (74% of the section changed)

2 unchanged sentences

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, under the direction of the Chief Executive Officer and the Chief Financial Officer, we have evaluated our disclosure controls and procedures as defined in Rule 13a-15(e) or 15d-15(e) as of the end of the period covered by this Form 10-K.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Form 10-K.

Management’s Annual Report on Internal Control over Financial Reporting

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In making this assessment, our management used the criteria described in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission and assessed the applicability of the principles within each component of internal control and determined whether or not they have been adequately addressed within the current system of internal control and adequately documented.

Based on this assessment, management, under the supervision and with the participation of our principal executive officer and our principal financial officer, concluded that, as of December 31, 2024, our internal control over financial reporting was effective.

Based on this assessment, management, under the supervision and with the participation of our principal executive officer and our principal financial officer, concluded that, as of December 31, 2025, our internal control over financial reporting was effective at the reasonable assurance level.

This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting as required by Section 404(b) of the Sarbanes Oxley Act of 2002.

accelerated filer, our management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Form 10-K.

As a non-accelerated filer, our management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Form 10-K.

Changes in Internal Control over Financial Reporting

We monitor our internal control over financial reporting on a continuous basis.

There has not been any change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(f) and 15d-15(f) under the Exchange Act that occurred during the year ended December 31, 2024 which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other than internal controls implemented around our DAT strategy, there has not been any change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(f) and 15d-15(f) under the Exchange Act that occurred during the year ended December 31, 2025 which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Trading Arrangements

During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

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 is anticipated to close in the second quarter of 2026, subject to the satisfaction of regulatory approvals and other customary closing conditions.

The total purchase price for the acquisition is $2 million, consisting of 50% payable in cash and 50% payable via issuance of our Class A common stock.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is hereby incorporated by reference to the sections of the 2025 Proxy Statement under the captions “Information Regarding the Board of Directors and Corporate Governance,” “Proposal 1 - Election of Directors,” “Executive Officers”, and “Delinquent Section 16(a) Reports”.

Other than as set forth below, the information required by Item 10 has been omitted from this Form 10-K, and is hereby incorporated by reference to our 2026 Proxy Statement which will be filed with the SEC within 120 days of our 2025 fiscal year end.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees.

The Code of Business Conduct and Ethics is available on our website at www.ir.solanacompany.co.

The information on, or otherwise accessible through, our website does not constitute a part of this Form 10-K.

If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on its website rather than by filing a Current Report on Form 8-K.

EXECUTIVE COMPENSATION

The information required by Item 11 is hereby incorporated by reference to the sections of the 2025 Proxy Statement under the captions “Executive Compensation” and “Information Regarding the Board of Directors and Corporate Governance– Non-Employee Director Compensation.”

The information required by Item 11 has been omitted from this Form 10-K, and is hereby incorporated by reference to our 2026 Proxy Statement which will be filed with the SEC within 120 days of our 2025 fiscal year end.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is hereby incorporated by reference to the sections of the 2025 Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management" and "Executive Compensation.”

The information required by Item 12 has been omitted from this Form 10-K, and is hereby incorporated by reference to our 2026 Proxy Statement which will be filed with the SEC within 120 days of our 2025 fiscal year end.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is hereby incorporated by reference to the sections of the 2025 Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Information Regarding the Board of Directors and Corporate Governance - Independence of the Board of Directors.”

The information required by Item 13 has been omitted from this Form 10-K, and is hereby incorporated by reference to our 2026 Proxy Statement which will be filed with the SEC within 120 days of our 2025 fiscal year end.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 is hereby incorporated by reference to the sections of the 2025 Proxy Statement under the caption “Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm.”

The information required by Item 14 has been omitted from this Form 10-K, and is hereby incorporated by reference to our 2026 Proxy Statement which will be filed with the SEC within 120 days of our 2025 fiscal year end.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

7 unchanged sentences

Certificate of Amendment to Certificate of Incorporation, as corrected (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on August 16, 2023)

Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Form 8-K filed March 15, 2024)

Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8 K filed on April 30, 2025)

Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8 K filed on June 27, 2025)

Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed September 18, 2025)

Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 29, 2025)

Third Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Form 8-K filed on September 29, 2025)

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Form S-1/A filed January 20, 2021)

Warrant Agency Agreement (incorporated by reference to Exhibit 4.2 to the Form S-1/A filed January 20, 2021)

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.7 to the Form 10-K filed March 14, 2021)

Description of Registrant’s Securities

Warrant Agency Agreement dated as of February 1, 2021 by and between Helius Medical Technologies, Inc.

8 unchanged sentences

Form of Inducement Warrant to purchase shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Form 8-K filed January 24, 2025)

Form of Common Warrant to Purchase Shares of Common Stock (incorporated by reference to Exhibit 4.2 to the Form S-1 filed on May 23, 2025)

Form of Placement Agent Warrant to Purchase Shares of Common Stock (incorporated by reference to Exhibit 4.3 to the Form S-1 filed on May 23, 2025)

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.4 to the Form S-1 filed on May 23, 2025 )

Form of Cash Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Form 8 K filed on September 15, 2025)

Form of Cryptocurrency Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Form 8 K filed on September 15, 2025)

Form of Cash Stapled Warrant (incorporated by reference to Exhibit 4.3 to the Form 8 K filed on September 15, 2025)

Form of Cryptocurrency Stapled Warrant (incorporated by reference to Exhibit 4.4 to the Form 8 K filed on September 15, 2025)

Form of Strategic Advisory Warrant (incorporated by reference to Exhibit 4.5 to the Form 8 K filed on September 15, 2025)

License Agreement between Advanced NeuroRehabilitation, LLC and Yuri Danilov, Mitchell Tyler, Kurt Kaczmarek and John Klus, dated June 29, 2011 (incorporated by reference to Exhibit 10.8 to the Amendment to Form S-1 filed with the SEC on September 23, 2014)

1 unchanged sentence

Second Amended and Restated Patent Sub-License Agreement between Advanced NeuroRehabilitation, LLC and Helius Medical, Inc, dated June 6, 2014, but having an effective date of January 22, 2013 (incorporated by reference to Exhibit 10.7 to the Form S-1 filed with the SEC on July 14, 2014)

Design and Manufacturing Consultant Agreement between Helius Medical, Inc and Clinvue, LLC, dated January 30, 2013 (incorporated by reference to Exhibit 10.3 to the Form S-1 filed with the SEC on July 14, 2014)

Asset Purchase Agreement between the Company and A&B (HK) Company Limited, dated as of October 9, 2015 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the SEC on October 16, 2015)

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and A&B (HK) Company Limited, dated as of August 15, 2018 (incorporated by reference to Exhibit 10.27 to the Form 10-K filed March 14, 2019)

Amended and Restated June 2014 Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the Form 10-Q filed with the SEC on November 9, 2017)

2014 Stock Incentive Plan Form of Option Grant Agreement (incorporated by reference to Exhibit 10.23.1 to the Transition Report on Form 10-K filed with the SEC on April 3, 2017)

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.25 to the Transition Report on Form 10-K filed with the SEC on April 3, 2017)

Amendment Number 1 to the 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.25.1 to the Transition Report on Form 10-K filed with the SEC on April 3, 2017)

Amendment Number 2 to the 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-8 filed with the SEC on May 18, 2017)

2016 Omnibus Incentive Plan Form of U.S.

Option Grant Agreement (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-8 filed with the SEC on May 18, 2017)

2016 Omnibus Incentive Plan Form of Canada Option Grant Agreement (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-8 filed with the SEC on May 18, 2017)

Commercial Lease Agreement, dated November 29, 2021 between Helius Medical, Inc and 660 Tudor Square, L.P.

(incorporated by reference to Exhibit 10.9 to the Form 10-K filed March 25, 2025)

Lease Addendum #1, dated January 16, 2025 between Helius Medical Technologies, Inc.

and 660 Tudor Square, L.P.

(incorporated by reference to Exhibit 19.1 to the Form 10-K filed March 25, 2025)

2018 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed November 8, 2018)

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Mathiesen (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on June 15, 2021)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.24 to the Form 10-K filed March 10, 2021)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Form 8 K filed on September 18, 2025)

Non-employee Director Compensation Policy (incorporated by reference to Exhibit 10.7 to the Form 10-Q filed on May 17, 2021)

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Mathiesen, dated June 14, 2021 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on June 15, 2021)

Helius Medical Technologies, Inc.

2021 Inducement Plan (incorporated by reference to Exhibit 4.5 to the Form S-8 filed July 7, 2021)

Amendment to the Helius Medical Technologies, Inc.

2021 Inducement Plan (incorporated by reference to Exhibit 4.8 to the Form S-8 filed July 24, 2024)

Form of Stock Option Grant Notice, Option Agreement and Notice of Exercise under the Helius Medical Technologies, Inc.

2021 Inducement Plan (incorporated by reference to Exhibit 4.6 to the Form S-8 filed July 7, 2021)

Amendment 2021 Inducement Plan (incorporated by reference to Exhibit 4.8 to the Form S-8 filed July 24, 2024)

Form of Stock Option Grant Notice, Option Agreement and Notice of Exercise under the 2021 Inducement Plan (incorporated by reference to Exhibit 4.6 to the Form S-8 filed July 7, 2021)

Employment Agreement between Helius Medical Technologies, Inc.

2 unchanged sentences

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 18, 2022)

Amendment to the Helius Medical Technologies, Inc.

2022 Equity Incentive Plan, effective as of June 27, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 28, 2024)

Helius Medical Technologies, Inc.

2022 Equity Incentive Plan Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on February 18, 2022)

Sales Agreement between Helius Medical Technologies, Inc.

and Roth Capital Partners, LLC, dated June 23, 2023 (incorporated by reference to Exhibit 1.1 to the Form 8-K filed on June 23, 2023)

Placement Agency Agreement dated as of May 6, 2024 by and between Helius Medical Technologies, Inc.

and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed May 9, 2024)

Insider Trading Policy

Subsidiaries of Helius Medical Technologies, Inc.

2022 Equity Incentive Plan Form of Option Grant Agreement (incorporated by reference to Exhibit 10.1 to the Form 8 K filed on February 18, 2022)

First Amendment to Helius Medical Technologies, Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 28, 2024)

Second Amendment to Helius Medical Technologies, Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 4.11 to the Form S-8 filed on July 10, 2025)

Third Amendment to Helius Medical Technologies, Inc.

2022 Equity Incentive Plan

Placement Agency Agreement dated June 4, 2025 by and between the Company and Maxim Group LLC (incorporated by reference to Ex.

10.4 to the Form 10-Q filed on August 14, 2025)

Placement Agency Agreement dated as of May 6, 2024 by and between Solana Company and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed May 9, 2024)

Sales Agreement, between the Company, Clear Street LLC and Maxim Group LLC, dated as of September 15, 2025 (incorporated by reference to Exhibit 1.1 to the Form 8 K filed on September 15, 2025)

Employment Agreement by and between Solana Company (Hong Kong) Limited and Joseph Chee effective as of October 30, 2025 (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 5, 2025)

Side Letter, dated as of September 24,2025, between the Company and Dane C.

Andreeff (incorporated by reference to Exhibit 10.1 to Form 8-K filed September 25, 2025)

Side Letter, dated as of September 24,2025, between the Company and Jeffrey S.

Mathiesen (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 25, 2025)

Executive Chairman Agreement, dated September 18, 2025, between the Company and Joseph Chee (incorporated by reference to Exhibit 10.3 to the Form 8 K filed on September 18, 2025)

Form of Master Loan Agreement, dated as of September 18, 2025, between Marvel Operations Corp.

and the Lender (as defined therein) (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 18, 2025)

Form of Cash Purchase Agreement, dated as of September 15, 2025, between Helius Medical Technologies, Inc.

and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.1 to the Form 8 K filed on September 15, 2025)

Form of Cryptocurrency Purchase Agreement, dated as of September 15, 2025, between Helius Medical Technologies, Inc.

and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.2 to the Form 8 K filed on September 15, 2025)

Form of PIPE Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Form 8 K filed on September 15, 2025)

Strategic Advisor Agreement, dated as of September 15, 2025, between Helius Medical Technologies, Inc.

Pantera Capital and Summer Capital (incorporated by reference to Exhibit 10.4 to the Form 8 K filed on September 15, 2025)

Trading Advisory Agreement, dated as of September 15, 2025, between Helius Medical Technologies, Inc.

and Pantera Capital (incorporated by reference to Exhibit 10.5 to the Form 8 K filed on September 15, 2025)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.25 to the Form S-1 filed on May 23, 2025)

Form of Inducement Letter (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 24, 2025)

Form of Note (incorporated by reference to Exhibit 4.1 to the Form 8-K filed April 25, 2025)

Form of Securities Purchase Agreement dated April 24, 2025 by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 25, 2025)

Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on April 25, 2025)

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on April 25, 2025)

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Form 10-K filed March 25, 2025)

Subsidiaries of Solana Company

Consent of CBIZ CPAs P.C.

Consent of Baker Tilly US, LLP

3 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002

Clawback Policy

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Form 10-K filed March 25, 2025)

Inline XBRL Instance Document

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (CBIZ CPAS P.C.;

PHILADELPHIA, PA;

PCAOB ID # 199 )

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (BAKER TILLY US, LLP;

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of Helius Medical Technologies, Inc.:

To the Stockholders and Board of Directors of Solana Company:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Helius Medical Technologies, Inc.

(the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 of the consolidated financial statements, the Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and requires additional working capital.

These are the reasons that raise substantial doubt about their ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not contain any adjustments that might result from the outcome of this uncertainty.

We have audited the accompanying consolidated balance sheet of Solana Company (the “Company”) as of December 31, 2025, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited the adjustments to the 2024 financial statements to retrospectively apply the adjustments to share and per share data as a result of the reverse stock splits, as described in Note 2, and reclassifications as described in Note 2.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2024 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2024 financial statements taken as a whole.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

As discussed in Notes 3 to the consolidated financial statements, the Company’s digital assets are comprised of digital assets at fair value.

These assets are held through custodial arrangements with third-party custodians and include assets on the Solana blockchain.

As of December 31, 2025, the carrying amount of the Company’s digital assets was $256.9 million.

We identified the evaluation of audit evidence pertaining to the existence of and the Company’s rights to its digital assets as a critical audit matter.

Subjective auditor judgment, including specialized skills and knowledge, was involved in determining the nature and extent of audit evidence required to assess the existence of and the Company’s rights to its digital assets, as rights are retained through custodial arrangements with third-party custodians.

The following are the primary procedures we performed to address this critical audit matter:

We evaluated the design and implementation of certain internal controls over the existence of and the Company’s rights to its digital assets.

We involved information technology professionals with specialized skills and knowledge to assist in evaluating the design and implementation of internal controls at custodial platforms.

We obtained confirmation of the Company’s digital assets held in custody and staked as of December 31, 2025, the Company’s rights to those digital assets, digital assets transactions during the year, and digital wallets owned by the Company, and reconciled the confirmed information to the Company’s record of its digital assets.

We obtained and assessed the terms of the contractual arrangements between the Company and its custodians, to confirm that the Company had rights to its digital assets as of December 31, 2025.

We compared the Company’s records of selected digital asset balances and transactions to the records on the public blockchain and evaluated the relevance and reliability of audit evidence obtained from the public blockchain.

We obtained evidence that management has control of the private keys held by the custodian required to access digital assets through observing the movement, withdrawl, and/or unstaking of selected digital assets using the underlying private keys held by the custodian.

/s/ CBIZ CPA s P.C.

CBIZ CPA s P.C.

We have served as the Company’s auditor since 2025.

Philadelphia, Pennsylvania

March 30, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Solana Company:

Opinion on the Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the adjustments to share and per share amounts as a result of the reverse stock splits as described in Note 2, the accompanying consolidated balance sheet of Solana Company (formerly known as Helius Medical Technologies, Inc.

(the "Company")) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the adjustments to share and per share amounts as a result of the reverse stock splits as described in Note 2, present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the consolidated results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to share and per share amounts as a result of the reverse stock splits as described in Note 2, and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and had been properly applied.

The adjustments were audited by other auditors.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

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We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matter is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matter Description

Valuation of warrants

As described in Note 8 to the consolidated financial statements, the Company completed an equity offering during the prior year which included the issuance of warrants.

Management concluded the warrants met the criteria for the classification as liabilities.

Given the liability treatment, the Company is required to determine the fair value of the warrants at each reporting period.

Due to the complexities in determining the fair value, including use of complex valuation techniques and management judgment and estimation in determining assumptions and inputs into the valuation model, we identified the valuation of the warrants issued as a critical audit matter.

How We Addressed the Matter in Our Audit

The primary procedures we performed to address this critical audit matter included:

◾ Evaluated the methodologies, with the assistance of a firm valuation specialist, and key assumptions used by management to assess the Company’s fair value of the warrant liability, including assessing the reasonableness of the source information underlying the valuation assumptions.

◾ Performed an independent calculation to test the reasonableness of the fair value of the warrant liability.

/s/ Baker Tilly US, LLP

We have served as the Company’s auditor since 2022.

Minneapolis, Minnesota

March 25, 2025

Helius Medical Technologies, Inc.

We served as the Company's auditor from 2022 to 2024.

Solana Company

Consolidated Balance Sheets

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Cash and cash equivalents

Accounts receivable, net

Other receivables

Inventory, net

Digital assets

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Intangible assets, net

Operating lease right-of-use asset, net

Digital assets

Digital assets, restricted

Digital assets receivable

Digital assets fund investment

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Accrued and other current liabilities

Current portion of operating lease liabilities

Current portion of deferred revenue

Total current liabilities

Operating lease liabilities, net of current portion

Deferred revenue, net of current portion

Other long-term liabilities

Derivative liability

Total liabilities

Commitments and contingencies (Note 13)

Stockholders' equity

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Accumulated deficit

Accumulated other comprehensive loss

Accumulated other comprehensive (loss) income

Total stockholders' equity

1 unchanged sentence

The accompanying notes are an integral part of these consolidated financial statements.

Helius Medical Technologies, Inc.

Solana Company

Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

Years Ended December 31,

Product sales, net

Other revenue

Staking revenue

Product sales and other revenue

Total revenue

Cost of revenue

Gross (loss) profit

Gross profit (loss)

Operating expenses

1 unchanged sentence

Research and development expenses

Amortization expense

Fixed asset impairment

Unrealized loss on digital assets and digital assets receivable

Realized loss on digital assets

Unrealized loss on digital assets fund investment

Realized gain on digital asset derivatives

Total operating expenses

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Nonoperating income

Interest (expense) income, net

Interest expense, net

Foreign exchange gain (loss) and other income

Change in fair value of derivative liability

Foreign exchange (loss) gain

Other income, net

Loss on derivative liability

Financing costs

Nonoperating income, net

1 unchanged sentence

Provision for income taxes

Other comprehensive income (loss)

Other comprehensive loss

Foreign currency translation adjustments

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Loss per share

Basic and diluted

Weighted average number of common shares outstanding

Basic and diluted

The accompanying notes are an integral part of these consolidated financial statements.

Helius Medical Technologies, Inc.

Solana Company

Consolidated Statements of Stockholders’ Equity

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Issuance of common stock in public offering

Issuance of common stock warrants in public offering

Share issuance costs

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Balance as of January 1, 2025

Issuance of common stock in public offering

Issuance of warrants in public offering

Share issuance costs

Issuance of common stock in ATM

Issuance of common stock and common stock warrants in September PIPE

Issuance of common stock and common stock warrants in other private placements, net

Derivative liability recorded to equity upon change in classification

Exercise of warrants

Settlement of restricted stock units

Stock-based compensation

2 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

Helius Medical Technologies, Inc.

Solana Company

Consolidated Statements of Cash Flows

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Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of debt discount and imputed interest expense

Financing costs

Loss on derivative liability

Staking rewards

Change in fair value of derivative liability

Net change in fair value of digital assets and digital assets receivable

Net change in fair value of digital assets fund investment

Realized gain/loss on sale of digital assets

Stock-based compensation expense

Foreign exchange loss (gain)

Depreciation expense

Amortization expense

Fixed asset impairment

Provision for (reversal of) inventory reserve

Non-cash operating lease expense

Changes in operating assets and liabilities:

Accounts receivable

Other receivables

Prepaid expense and other current assets

Operating lease liabilities

Accounts payable

Accrued and other current liabilities

Deferred revenue

Other liabilities

Net cash used in operating activities

Cash flows from investing activities:

Digital assets purchased

Digital assets sold

Digital assets receivable purchased

Digital assets fund investment

Purchase of property and equipment

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Cash flows from financing activities:

Proceeds from issuance of common stock

Proceeds from issuance of warrants

Proceeds from issuance of common stock in ATM

Proceeds from issuance of warrants and common stock warrants in private placement

Proceeds from exercise of warrants

Share issuance costs

Proceeds from issuance of notes payable

Repayment of notes payable

Net cash provided by financing activities

Effect of currency exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

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Non-cash investing and financing transactions:

Digital assets received in-kind from private placement

Purchase of digital assets with stablecoins

Derivative warrant liability reclassified to equity on exercise of warrants

Derivative warrant liability reclassified to equity on warrant amendment

Deferred offering costs reclassified to equity upon public offering

The accompanying notes are an integral part of these consolidated financial statements.

Helius Medical Technologies, Inc.

Solana Company

Notes to the Consolidated Financial Statements

DESCRIPTION OF BUSINESS

Helius Medical Technologies, Inc.

(together with its wholly owned subsidiaries the “Company”) conducts operations in the United States and Canada.

The Company’s product, known as the Portable Neuromodulation Stimulator (“PoNS®”) has been commercially available in Canada since March 2019.

The Company began accepting prescriptions for its PoNS product in the United States in the first quarter of 2022, and the first commercial sales began in April 2022.

PoNS is authorized for sale as a Class IIa medical device in Australia.

The Company is working to establish a distribution partner for Australia but has not yet had any commercial sales of PoNS in Australia.

Going Concern Uncertainty

As of December 31, 2024, the Company had cash and cash equivalents of $ 1.1 million.

For the year ended December 31, 2024, the Company had an operating loss of $ 13.9 million, and as of December 31, 2024, its accumulated deficit was $ 171.7 million.

For the year ended December 31, 2024, the Company had $ 0.5 million of net revenue from the commercial sale of products.

The Company expects to continue to incur operating losses and net cash outflows until such time as it generates a level of revenue to support its cost structure.

There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis.

These factors indicate substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are filed.

The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business;

no adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern.

The Company intends to fund ongoing activities by utilizing its current cash and cash equivalents on hand, cash received from the sale of its PoNS device in the U.S.

and Canada and by raising additional capital through equity or debt financings.

There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company.

If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations.

Solana Company (formerly known as Helius Medical Technologies, Inc.) (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 onchain opportunities, offering public market investors director exposure to Solana.

The Company is also, to a lesser extent, a neurotechnology company focused on neurological wellness.

Our product, known as the Portable Neuromodulation Stimulator, or PoNS®, is an innovative non-implantable medical device, inclusive of a controller and mouthpiece, which delivers mild electrical stimulation to the surface of the tongue to provide treatment of gait deficit and chronic balance deficit.

PoNS Therapy® is integral to the overall PoNS solution and is the physical therapy applied by patients during use of the PoNS device.

PoNS has marketing clearance in the U.S.

for use as a short-term treatment of gait deficit due to mild-to-moderate symptoms for multiple sclerosis (“MS’) and is to be used as an adjunct to a supervised therapeutic exercise program in patients 22 years of age and over by prescription only.

We began accepting prescriptions for PoNS in the U.S.

in March 2022, and commercial sales of PoNS commenced in April 2022.

PoNS is authorized for sale in Canada for three indications:

(i) as a short term treatment (14 weeks) of chronic balance deficit due to mild-to-moderate traumatic brain injury and is to be used in conjunction with physical therapy;

(ii) as a short term treatment (14 weeks) of gait deficit due to mild and moderate symptoms from MS and it is to be used in conjunction with physical therapy;

and (iii) as a short term treatment (14 weeks) of gait deficit due to mild and moderate symptoms from stroke, to be used in conjunction with physical therapy.

It has been commercially available in Canada since March 2019.

PoNS is authorized for sale as a Class IIa medical device in Australia and we have been seeking a business partner to commercialize and distribute PoNS in Australia.

Liquidity and Capital Resources

The following table summarizes our cash and cash equivalents and working capital as of the end of the periods indicated in the table below (in thousands):

Cash and cash equivalents

Working capital

The Company’s primary source of liquidity has historically been cash generated from equity offerings.

Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern, the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet future financial obligations as they become due within one year after the date that these financial statements are issued.

Since the Company’s inception, it has had a history of recurring net losses from operations, recurring use of cash in operating activities.

Prior to the private placement offerings in September 2025 (“2025 PIPE Offering”), which included $ 374.9 million in net cash proceeds as discussed in more detail in Note 8 to our consolidated financial statements, our operations were primarily financed through sales of Class A common stock in private placement and public offering transactions.

As previously disclosed, we had expressed substantial doubt about our ability to continue as a going concern due to recurring losses and negative operating cash flows.

Since September 2025, the Company’s available capital resources have been primarily used to increase our digital asset holdings and for working capital and general corporate purposes.

The current portion of Digital assets represents liquid SOL assets or future liquid SOL earned from staking within the next twelve months that the Company may have to dispose of to fund these expenses.

With the successful completion of the 2025 PIPE Offerings and sales pursuant to the 2025 ATM, cash and liquid SOL assets as of December 31, 2025, we believe that substantial doubt about our ability to continue as a going concern has been alleviated for at least the next twelve months from the date of filing of this Form 10-K.

SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements reflect the operations of Helius Medical Technologies, Inc.

and its wholly owned subsidiaries.

The accompanying consolidated financial statements reflect the operations of Solana Company and its wholly owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

Basis of presentation

The consolidated financial statements of Solana Company present information in accordance with generally accepted accounting principles in the U.S.

(“GAAP”), have been prepared pursuant to the rules and regulations of the SEC and, in the opinion of management, present fairly the consolidated financial position, results of operations and cash flows of the Company and its wholly-owned subsidiaries for the periods presented.

Reclassifications

Certain amounts recorded in the prior period 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”).

Refer to Note 8 for additional information.

All issued and outstanding Class A common stock and per share amounts contained in the 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.

Use of Estimates

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Actual results could differ from those estimates.

Foreign Currency Transactions

Foreign currency transactions are transactions denominated in a currency other than a subsidiary’s functional currency.

A change in the exchange rate between a subsidiary’s functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction.

Such increase or decrease is reported by the Company as a foreign currency transaction gain or loss within Foreign exchange gain (loss) and other income, in the consolidated statements of operations and comprehensive income.

We recognize foreign currency transaction gains and losses primarily on intercompany transactions between certain subsidiaries in foreign countries.

Based upon historical experience, the Company anticipates repayment of these transactions in the foreseeable future and recognizes realized and unrealized gains and losses on these transactions in the period in which they occur.

Foreign Currency Translation

The local currency, or CAD$, is the functional currency of the Company’s foreign operating subsidiary, Helius Medical Technologies (Canada), Inc.

All assets and liabilities are translated into United States dollars at the rate of exchange in effect at the balance sheet date.

Income and expense items are translated at the weighted-average exchange rate

prevailing during the period.

The effects of foreign currency translation adjustments are deferred and reported in stockholders' equity as a component of “Accumulated Other Comprehensive Loss.” The effects of foreign currency transactions denominated in a currency other than an entity's functional currency are included in “Foreign Exchange (Loss) Gain” in the Consolidated Statements of Operations and Comprehensive Loss.

Revenue Recognition

The Company generates nearly all revenue from product sales directly to patients, its e-commerce partner in the United States and to clinics in Canada.

Revenue from product sales is recognized at a point in time as the performance obligation is satisfied and when the customer obtains control of the product at the established transaction price.

Taxes that the Company collects concurrent with revenue-producing activities are excluded from revenue.

The Company requires some customers in the United States to prepay the full product selling price, net of cash discount, prior to shipment.

The Company records a contract liability for any customer prepayment received for which delivery had not yet occurred as of the end of the period.

Assets and liabilities of the Company’s international subsidiaries in which the local currency is the functional currency are translated into U.S.

Dollars at period-end exchange rates.

Income and expenses are translated into U.S.

Dollars at the average exchange rates during the period.

The resulting translation adjustments are included in the Company’s consolidated balance sheets as a component of accumulated other comprehensive loss.

Concentration of Credit Risk

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The Company has not experienced any losses.

Cash Equivalents

The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents.

Cash equivalents are valued at cost, which approximates fair value.

Accounts Receivable

Accounts receivable arise primarily from product sales in Canada and generally require payment within 30 days.

The Company provides reserves against accounts receivable for estimated credit losses that may result from a customer’s inability to pay based on a combination of factors, such as the aging of accounts receivable past the due date, the customer’s financial strength and payment history.

Amounts determined to be uncollectible are charged or written off against the reserve.

Employee Retention Credit

The employee retention credit (“ERC”), as originally enacted through the Coronavirus Aid, Relief, and Economic Security Act, is a refundable credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees from March 17, 2020 to December 31, 2020.

The Disaster Tax Relief Act extended the ERC for qualified wages paid from January 1, 2021 to June 30, 2021 and the credit was increased to 70% of qualified wages an eligible employer pays to employees during the extended period.

The American Rescue Plan Act of 2021, enacted on March 11, 2021, further extended the ERC through December 31, 2021.

The Company qualified for the employee retention credit for the period from March 17, 2020 to September 30, 2021.

The Company recognizes government credits for which there is a reasonable assurance of compliance with credit conditions and receipt of credits.

The Company accounts for the ERC as government assistance and applies the grant accounting model by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance.

Under this approach, the Company recognizes the credit when there is reasonable assurance that it will comply with the conditions of the grant and that the credit will be received.

The Company recorded a credit of $ 0.5 million against operating expenses on the Consolidated Statement of Operations and Comprehensive Loss during the year ended December 31, 2023 and as a current asset on the consolidated balance

sheets during the year ended December 31, 2024 and December 31, 2023 as an other receivable.

The Company expects to receive the credit in the next twelve months.

The Company's activities consisted principally of investing, staking and evaluating digital token technologies that run on the Solana public blockchain network.

Due to the current nature of the Company's operations and the scale of business transacted on the Solana Network, a concentration could potentially result in vulnerability as of the reporting date.

The concentration and potential associated vulnerabilities are listed below:

● A decline in, or loss of, staking rewards earned from the staking of SOL delegated to one or more validator nodes on the network;

● A decline in, or loss of, the Company's SOL holdings and its utility to the Solana network and a source of liquidity for its business;

● Disruption to the nature and extent of the business plan should the Solana public blockchain fail or become redundant due to technological obsolescence or regulatory action.

Based on the above concentrations, as of the date of these consolidated financial statements, and in the event of a dissolution of Solana Foundation or an inability of the Solana public blockchain and/or SOL to function as expected, these could result in near-term severe impacts to the Company's business.

Management monitors these concentrations on an ongoing basis and may adjust its digital asset exposure in response to market, regulatory, or operational developments.

The Company relies on third-party service providers to perform certain functions essential to its operations.

Any disruptions to the Company’s service providers’ business operations resulting from business failures, financial instability, security failures, government mandated regulation or operational problems could have an adverse impact on the Company’s ability to access critical services and be disruptive to the operations of the Company.

If the Company were to liquidate a significant block of SOL in a single transaction, this may adversely impact the price per SOL in the market.

Although substantial portions of the SOL are subject to lock-up restrictions, there could be liquidity risk if the Company were to sell a significant block of SOL.

Cash and Cash Equivalents

The Company’s cash and cash equivalents comprise fiat currency, USDC, and interest-bearing highly liquid investments with original maturities of three months or less.

As of Decemer 31, 2025, the Company did not have digital assets reported as cash equivalents on the consolidated balance sheets.

As of December 31, 2025, no fiat currency reported as cash and cash equivalents on the consolidated balance sheets were held in any of our accounts at a custodian.

Cash equivalents as of December 31, 2025 includes USDC, a stablecoin pegged to the U.S.

dollar, $ 18 thousand.

Inventories are stated at the lower of cost (average cost method) or net realizable value.

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There can be no assurance that the amount ultimately realized for inventories will not be materially different than that assumed in the calculation of the reserves.

Property and Equipment

Property and equipment are recorded at cost.

Depreciation is calculated for financial reporting purposes on the straight-line method over the estimated useful lives of the related assets, which are seven years for furniture and fixtures, five to fifteen years for equipment and three to five years for computer software and hardware.

Depreciation expense is recorded in selling, general and administrative expenses.

Expenditures for repairs and maintenance, which do not improve or extend the expected useful life of the assets, are expensed as incurred.

Long-Lived Assets

Management reviews the carrying amounts of definite-lived intangible assets and long-lived assets, including right-of-use (“ROU”) assets, property and equipment whenever events or circumstances indicate that the carrying amounts of an asset may not be recoverable.

For purposes of assessing recoverability, definite-lived intangible assets and long-lived tangible assets are each deemed to be one asset group.

The carrying amount of the asset group is compared to the estimated undiscounted future cash flows associated with it.

If the sum of the expected future net cash flows is less than the carrying value of the asset group being evaluated, an impairment loss is calculated as the amount by which the carrying value of the asset group exceeds its estimated fair value.

The Company has an operating lease for its corporate office.

The Company determines whether a contract is, or contains, a lease at inception.

ROU assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

ROU assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term.

The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments.

The Company's incremental borrowing rate is determined based on the estimated rate of interest for collateralized borrowing over a similar term as the associated lease.

The Company’s lease arrangement does not have any lease and non-lease components.

Stock-Based Compensation

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Forfeitures are not estimated, but instead stock-based compensation expense is adjusted upon an actual forfeiture of a stock option.

Upon exercise of stock options or vesting of restricted stock units, the Company issues common stock.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance for deferred income tax assets is recorded when it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

Selling, General and Administrative Expenses

Selling, general and administrative expenses are charged to expense when incurred.

Upon exercise of stock options or vesting of restricted stock units, the Company issues Class A common stock.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns.

Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts, or temporary differences, at enacted tax rates in effect for the years in which such temporary differences are expected to reverse.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized.

In making such determination, we consider all available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial operations.

In the event we were to determine we would not be able to realize our deferred income tax assets, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

Selling, General and Administrative Expenses and Research and Development Expenses

Selling, general and administrative and research and development expenses are charged to expense when incurred.

Advertising expenses were $ 974 thousand and $ 651 thousand for the years ended December 31, 2025 and 2024, respectively.

Research and Development Expenses

Research and development costs are charged to expense when incurred.

The Company does not engage in hedging activities.

The Company may use derivative financial instruments, including futures, options, and swaps, to manage exposure to fluctuations in the market price of SOL and to facilitate disciplined capital deployment.

These activities may include strategies designed to enhance yield or establish purchase prices for SOL over time.

The Company does not engage in derivative transactions for short-term speculative trading;

however, such transactions may limit the Company’s ability to benefit from favorable price movements and may expose the Company to losses if market prices move adversely.

During the year end December 31, 2025, the Company entered into a derivatives contract which expired during the period, with the gain on the derivatives contract reflected as realized gain on digital asset derivatives in the consolidated statements of operations and comprehensive loss.

As of December 31, 2025 and 2024, no derivatives contracts were outstanding.

The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for.

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Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share.

Digital Assets

The Company holds SOL, which consist of both unrestricted tokens (“Unlocked SOL”), which unless qualified otherwise, Unlocked SOL shall only refer to unrestricted SOL tokens that are readily transferrable onchain on the Solana network or staked SOL subject to the normal unbonding period, and restricted tokens subject to contractual lock‑up (“Locked SOL”).

Locked SOL tokens held in custodial controlled omnibus or segregated custodial accounts are subject to contractual and on‑chain restrictions (“Smart Contracts”) that limit the Company’s ability to withdraw, transfer, or otherwise direct the use of the tokens until specified unlock conditions are met.

The Locked SOL are subject to relatively even monthly unlocks through January 2028.

The Company continues to benefit from protocol-generated staking rewards earned on Locked

The Company evaluates the classification of its SOL holdings based on the nature of its rights and control over the tokens, considering the terms of custodial arrangements, contractual restrictions, and applicable accounting guidance.

Contractual lock‑up or vesting restrictions applicable to Locked SOL are not considered characteristics of the underlying SOL tokens and therefore do not affect the fair value measurement.

Accordingly, Unlocked SOL and Locked SOL are initially measured at cost or fair value and subsequently measured at fair value within the scope of ASC 820 using observable market prices for SOL without applying a discount for such restrictions, with changes in fair value recognized in net income at period end.

The Company determines the cost basis of its digital asset holdings using the specific identification method, whereby each unit is tracked based on its unique acquisition date and cost.

Upon disposition, the identified cost basis is used to determine realized gains and losses.

Unlocked SOL tokens held in segregated custody accounts are controlled by the Company and are recorded as digital assets on the consolidated balance sheets.

Locked SOL that are held directly in our custodial digital asset wallets such as the Locked SOL contributed to us as part of the September private placement (“Locked PIPE SOL”), see Note 8 for additional details, are recorded as digital assets, restricted on the consolidated balance sheets.

The Company has determined that SOL tokens meet the definition of intangible assets and qualify as crypto assets within the scope of ASC 350‑60.

Crypto assets are presented separately from other intangible assets on the consolidated balance sheets.

Digital Assets Receivable

The Company has concluded that it does not control the underlying tokens held in digital assets wallets by a custodian where the Company does not have the rights to the underlying asset prior to unlocking and distribution of the Unlocked SOL.

The Company records a digital asset receivable on the consolidated balance sheets representing its right to receive this SOL and related staking rewards (“Digital Assets Receivable”) upon satisfaction of the applicable unlocking conditions.

The digital assets receivable is within the scope of ASC 326.

The Company has determined that the digital assets receivable is similar to a digital asset loan receivable and SOL has readily observable prices in our principal market, accordingly the Company has determined fair value within the scope of ASC 820, without applying a discount for such restrictions on the underlying locked SOL and with changes in fair value recognized in net income at period end.

No allowance for credit losses is recorded as the underyling assets for the Digital Assets Receivable is held in a segregated account at a registered trust company.

Digital Assets Fund Investment

The Company holds a membership interest in a series fund (the “Digital Asset Fund Investment”), a pooled investment vehicle whose sole purpose is to acquire, hold and stake Locked SOL tokens subject to contractual and protocol‑level lock‑up restrictions.

The Company’s interest represents an ownership interest in the Digital Asset Fund Investment and does not constitute direct ownership of the underlying SOL tokens.

The Locked SOL tokens held in Digital Asset Fund Investment are subject to monthly unlock schedules consistent with those applicable to the Locked PIPE SOL and Digital Assets Receivable with the final unlock in January 2028.

The Company has concluded that its membership interests in the Digital Asset Fund Investment meet the definition of equity securities and are within the scope of ASC 321, Investments—Equity Securities.

The Company has elected the fair value option to account for its investment in Digital Asset Fund Investment.

The investment is initially recorded at fair value, with transaction costs expensed as incurred, and is subsequently remeasured at fair value each reporting period, with changes in fair value recognized in net income.

Fair value is determined based on the fair value of the underlying Locked SOL held by the Digital Asset Fund Investment, without applying a discount for contractual lock‑up restrictions.

Staking rewards earned by Digital Asset Fund Investment are reflected in the fair value of the investment subject to the fair value determinations described above.

As Locked SOL held by Digital Asset Fund Investment unlocks in accordance with the applicable vesting schedule, the Digital Asset Fund Investment distributes Unlocked SOL to its members on a pro rata basis.

Distributions of Unlocked SOL are accounted for as noncash distributions.

The portion of each distribution attributable to staking rewards earned by the Company since acquisition of the Digital Asset Fund Investment is recognized as investment income at the time of

distribution at the current fair value of Unlocked SOL as a realized gain on investment, while distributions attributable to the return of principal are recorded as a reduction of the carrying amount of the investment.

Digital Asset Fund Investment is presented as a separate line item on the consolidated balance sheets under Digital asset fund investment.

Unrealized gains and losses from remeasurement are included in operating income.

Revenue Recognition

Solana Staking

The Company participates in staking activities on the Solana proof ‑ of ‑ stake blockchain network by delegating both unrestricted and locked or vesting SOL to third ‑ party validator service providers pursuant to separate contractual arrangements.

The staking arrangements represent contracts with customers within the scope of ASC 606, Revenue from Contracts with Customers.

Under these arrangements, the Company provides the validator service providers with the right to use its delegated SOL in exchange for noncash consideration in the form of protocol-generated staking.

In applying ASC 606, the Company evaluates the arrangement by identifying the contract and its term, identifying the performance obligation, determining the transaction price, allocating the transaction price to the performance obligation, and recognizing revenue as the performance obligation is satisfied.

The Company has identified a single performance obligation -- to make its SOL available for validation -- which is satisfied over time as access to the delegated SOL is continuously provided during the epoch.

Revenue from Product Sales

The Company generates all of its product sales revenue from product sales directly to patients, its e-commerce partner in the United States and to clinics in Canada.

Revenue from product sales is recognized at a point in time as the performance obligation is satisfied and when the customer obtains control of the product at the established transaction price.

Taxes that the Company collects concurrent with revenue-producing activities are excluded from revenue.

The Company requires some customers in the United States to prepay the full product selling price, net of cash discount, prior to shipment.

The Company records a contract liability for any customer prepayment received for which delivery had not yet occurred as of the end of the period.

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 Executive Chairman.

The Company’s Executive Chairman 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

Accounting Standards Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

ASU 2023-07 modifies reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses categorized as significant or regularly provided to the CODM.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and contain other disclosure requirements.

The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows.

This ASU is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, with early adoption permitted.

Refer to Note 14 for additional information regarding implementation of this new standard.

Effective January 1, 2025, the Company early adopted Accounting Standards Update (“ASU”) 2023-08, Accounting for and Disclosure of Crypto Assets (“ASU 2023-08), which requires entities to measure crypto assets at fair value with changes recognized in net income each reporting period.

The Company’s digital assets are within the scope of ASU

2023-08 and as the Company did not hold any digital assets prior to adopting, therefore, no cumulative-effect adjustment was recognized.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This update enhances the transparency and decision usefulness of income tax disclosures by requiring additional qualitative and quantitative information, including, among other items, more detailed disaggregation of the effective tax rate reconciliation and expanded disclosures related to income taxes paid by jurisdiction.

The Company adopted this ASU prospectively for the year ended December 31, 2025, and changes are reflected within the Income Taxes (Note 12).

Accounting Standards Not Yet Adopted

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Disaggregation of Income Statement Expenses.

ASU 2024-03 requires

interim and annual tabular disclosure of disaggregated information for certain income statement expense captions.

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.

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The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The guidance requires expanded annual disclosures including the standardization and disaggregation of income tax rate reconciliation categories and the amount of income taxes paid by jurisdiction.

The guidance is effective for the Company beginning in its fiscal year ending December 31, 2025.

The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.

In March 2024, the SEC adopted rules under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires the disclosure of material Scope 1 and Scope 2 greenhouse gas emissions and other climate-related topics in annual reports and registration statements.

For non-accelerated filers and smaller reporting companies, disclosure requirements will begin phasing in for fiscal years beginning on or after January 1, 2027, subject to legal challenges and the SEC's voluntary stay of the disclosure requirements.

The Company is currently evaluating the impact these rules will have on its consolidated financial statements and related disclosures.

FIXED ASSETS IMPAIRMENT

In the fourth quarter of 2024, the Company made the decision to no longer utilize certain capitalized software associated with its enterprise resource planning system and as a result, impairment charges of $ 40 thousand were recorded in the fourth quarter of 2024 on its long-lived tangible assets.

In the third quarter of 2023, the Company identified an impairment indicator associated with its property and equipment and performed interim impairment tests on the long-lived tangible assets as a result of a planned change of the Company’s contract manufacturing partner to be completed in less than one year from September 30, 2023.

The interim impairment tests were performed using estimated market prices.

The Company had determined that the fair value of certain long-lived tangible assets was lower than the related book values.

Additionally, for certain long-lived tangible assets, it is more likely than not that those long-lived assets will be disposed significantly before the end of their previously estimated useful lives.

As a result, impairment charges of $ 159 thousand were recorded in the third quarter of 2023 on its long-lived tangible assets.

DIGITAL ASSETS

As of December 31, 2025, the Company’s holdings of digital assets were concentrated to two custodians the Company uses to custody digital assets, including Unlocked and Locked SOL, along with any fiat currency held at its custodians.

The Company does not hold as significant portion digital assets at an exchange.

The Company holds 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.

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 December 31, 2025:

Locked PIPE SOL

Staked Digital Assets

The Company has staked the majority of its digital assets as of December 31, 2025 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 December 31, 2025, all the Company’s staked digital assets were SOL and were staked on the Solana network and could be unbonded between 2 and 3 days .

Digital Asset Holdings

The following table presents the Company's digital assets holdings as of December 31, 2025:

Quantity Staked

(in thousands)

Locked PIPE SOL

Total digital assets

The following table presents a roll-forward of digital assets fair value for the year ended December 31, 2025 (in thousands):

Locked PIPE SOL

Fair Value as of December 31, 2024

Purchases and receipts

Staking rewards

Restricted SOL unlocked

Fair value as of December 31, 2025

(1) Includes realized losses of $ 12.1 million for the year ended December 31, 2025.

Does not includes losses from digital assets receivable or digital asset fund investment.

Master Loan Agreement

In connection with the closing of the Company’s 2025 private offerings as discussed in Note 8, the Company agreed to use the net proceeds from the sale to fund the acquisition of SOL, establish a SOL treasury operation, pay transaction fees and expenses, and for working capital and general corporate purposes.

To advance the Company’s planned SOL treasury operation, on September 14, 2025, Marvel Operations Corp., a Delaware corporation and wholly-owned subsidiary of the Company, entered into a Master Loan Agreement (“MLA”) with a third-party lender to provide short-term financing in U.S.

Dollars or digital currency for purchases of SOL.

The MLA does not specify a maximum borrowing limit;

loans may be requested from time to time at the lender’s discretion and are subject to execution of individual Loan Term Sheets.

Each loan must be secured by collateral in the form of U.S.

Dollars, digital currency, or securities, with a minimum collateral ratio of 105 % and subject to margin calls.

The agreement provides for various loan types, including fixed-term and open loans, and includes customary provisions such as lender call rights, borrower prepayment rights, and fees (including loan fees, origination fees, and early termination fees).

As of December 31, 2025, Marvel has no outstanding loans with the third-party lender under the MLA and has had no loans under the MLA since the MLA became effective.

Trade Finance Agreement

On November 24, 2025, the Company entered into a trade finance agreement (“TFA”) with a third-party lender to provide trade credits to execute trades on the trading platform, which provides the Company with short-term financing for purchases of SOL.

Trade credits allow the execution of trades with settlement of the related trade finance debit account the following business day.

The third-party lender retains a security interest in the purchased asset until settlement of the trade finance debit account.

As of December 31, 2025, Marvel had not used any trade credits to execute trades and had no outstanding balance in its trade finance debit account.

Correction of Accounting Error

During the year ended December 31, 2025, the Company identified an error in the fair value measurement and presentation of its restricted SOL that the Company acquired as a contribution in the September PIPE financing (the “Locked PIPE SOL”) reported in the unaudited condensed consolidated financial statements for the quarter ended September 30, 2025.

In the third quarter, the Company measured the Locked PIPE SOL as a Level 3 fair value asset by applying a contractual‑lockup discount to the observable price of SOL in its principal market.

Upon further evaluation, the Company concluded the lockup restriction is an entity‑specific contractual sale restriction that is not part of the asset’s unit of account under ASC 820 Fair Value Measurement (“ASC 820”).

Accordingly, the Locked PIPE SOL should be measured using Level 1 inputs.

As a result of this error, as of September 30, 2025 the digital asset, restricted should have been increased by $ 12.8 million, the derivative liability should have been decreased by $ 6.0 million and the unrealized loss on digital assets should have been decreased by $ 6.8 million for the three and nine months ended September 30, 2025.

The Company corrected this error as an out-of- period adjustment in the fourth quarter and the adjustment is reflected in the Company’s annual consolidated financial statements.

The adjustment is not material to the current period or the September 30, 2025 unaudited condensed consolidated financial statements included in the Compay’s quarterly report for the quarter ended September 30, 2025.

DIGITAL ASSETS RECEIVABLE

During the year ended December 31, 2025, the Company acquired 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.

As defined in Note 2, 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 underyling 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 December 31, 2025:

Digital Assets Receivable

The following table presents a roll-forward of Digital Assets Receivable fair value for the year ended December 31, 2025 (in thousands):

Digital Assets Receivable

Fair Value as of December 31, 2024

Staking rewards

Unrestricted SOL distributed

Net change in fair value

Fair value as of December 31, 2025

DIGITAL ASSETS FUND INVESTMENT

During the year ended December 31, 2025, the Company acquired 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 are 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 December 31, 2025:

Digital Asset Fund Investment

The following table presents the Company's Digital Asset Fund Investment holdings as of December 31, 2025:

(in thousands)

Digital Asset Fund Investment

The following table presents a roll-forward of Digital Asset Fund Investment fair value for the year ended December 31, 2025 (in thousands):

Digital Asset Fund Investment

Fair Value as of December 31, 2024

Unrestricted SOL distributed

Net change in fair value

Fair value as of December 31, 2025

SUPPLEMENTAL BALANCE SHEET DISCLOSURES

Components of selected captions in the consolidated balance sheets are as follows:

Accounts receivable, net

Accounts receivable is net of allowance for doubtful accounts of $ 0 as of December 31, 2024 and 2023.

Inventory, net (in thousands)

Inventory (in thousands)

Raw materials

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Finished goods

Inventory, gross

Inventory reserve

Inventory, net

During the years ended December 31, 2024 and 2023, existing reserves of $ 2 thousand and $ 16 thousand were charged against inventory, respectively.

Prepaid expenses and other current assets (in thousands)

Prepaid expenses

Inventory related

Deferred offering costs

Earnings retention credit

Total prepaid expenses and other current assets

Property and equipment, net (in thousands)

December 31, 2024

December 31, 2023

Furniture and fixtures

Computer software and hardware

Property and equipment

Accumulated depreciation

Property and equipment, net

Accrued and other current liabilities (in thousands)

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Employees benefits

Professional services

Franchise tax

Total accrued and other current liabilities

Deferred revenue

Exclusive Distribution Agreement

Pursuant to an Exclusive Distribution Agreement with Health Tech Connex Inc.

(“HTC”) (“Exclusivity Agreement”) entered into on March 3, 2023, subject to certain terms and conditions, the Company granted to HTC the exclusive right to provide PoNS Therapy® in the Fraser Valley and Vancouver metro regions of British Columbia.

HTC is to purchase the PoNS devices for use in these regions exclusively from the Company and on terms no less favorable than the then-current standard terms and conditions.

This Exclusivity Agreement replaced the previous Clinical Research and Co-Promotion Agreement (“Co-Promotion Agreement”) between the parties entered into in October 2019 that included a similar exclusive right provision.

The exclusive right under the Exclusivity Agreement was granted for a fixed value of CAD$ 273 thousand, which is represented by the unamortized up-front payment under the former Co-Promotion

The initial term of the Exclusivity Agreement expires on December 31, 2027, and is renewable by HTC for one additional five-year term upon sixty days ’ written notice to the Company.

Deferred revenue as of both December 31, 2024 and 2023 is comprised of the remaining unamortized amount under these agreements.

Revenue recognized is included in other revenue in the Consolidated Statements of Operations and Comprehensive Loss.

Revenue recognized for the years ended December 31, 2024 and 2023 were $ 41 thousand and $ 35 thousand, respectively.

The Company has an operating lease for office space with lease terms that commenced in January 2022 and will expire in March 2025.

The lease does not contain any options to extend .

Operating lease costs for the years ended December 31, 2024 and 2023 were $ 41 thousand and $ 54 thousand, respectively.

On January 16, 2025, the Company entered into an agreement to extend the operating lease for the Newtown, PA office through March 31, 2026, at a rate of $ 4 thousand per month effective April 1, 2025.

Maturities of operating lease liabilities as of December 31, 2024 were as follows (in thousands):

Total lease payments

imputed interest

Total lease liabilities

The following table provides information on the lease term and discount rate for the operating lease as of December 31, 2024:

Remaining lease term (in years)

Discount rate

INTANGIBLE ASSETS

Intangible assets consist of the following (in thousands):

Reacquired rights

Acquired proprietary software

Internally developed software

Total intangible assets

FAIR VALUE MEASUREMENTS

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

The Company’s digital assets, digital assets receivable and digital assets fund investment are subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:

SOL digital assets

SOL digital assets, restricted*

SOL digital assets receivable**

SOL digital assets fund investment**

*Subject to contractual sales restriction.

**Underlying assets subject to contractual sales restriction.

See Note 5 and 6.

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 December 31, 2025, the price per SOL was $ 124.45 .

The 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.

Financial instruments of the Company as of December 31, 2024 and 2023 consist of cash equivalents, which were comprised of deposits of excess cash in an unrestricted money market savings account, money market mutual funds, treasury bills and a certificate of deposit.

As of December 31, 2025 and 2024, financial instruments of the Company consist of cash equivalents, which were comprised of deposits of excess cash in an unrestricted money market savings account and a money market mutual fund.

The carrying value of cash equivalents generally approximates fair value due to their short-term nature.

The Company’s derivative liability as of December 31, 2024 and 2023 is comprised of warrants issued in connection with the registered public offering completed in August 2022 discussed in Note 8.

The derivative liability is classified as Level 3 within the fair value hierarchy and is required to be recorded at fair value on a recurring basis.

See Note 8 for further information on the fair value of the derivative liability.

The majority of the Company’s non-financial instruments, which include intangible assets, lease assets, inventories and property and equipment, are not required to be carried at fair value on a recurring basis.

However, if certain triggering events occur (or at least annually for indefinite-lived intangible assets), a non-financial instrument is required to be evaluated for impairment.

If the Company determines that the non-financial instrument is impaired, the Company would be required to write down the non-financial instrument to its fair value.

See Note 3 – Fixed Asset Impairment for further detail.

COMMON STOCK AND WARRANTS

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Such issuances of common stock may include the issuance or sale of warrants to purchase common stock.

As of December 31, 2024, the Company reserves 146,271,828 shares of Class A Common Stock and 10,000,000 shares of unissued preferred stock for future issuances and future exercises of outstanding warrants and stock-based compensation awards.

As of December 31, 2025, the Company reserves 756,255,793 shares of Class A Common Stock and 10,000,000 shares of unissued preferred stock for future issuances and future exercises and/or settlement of outstanding warrants and stock-based compensation awards.

Equity Transactions

Share Repurchase Program

On November 3, 2025, Company’s board of directors approved a stock repurchase program for the purchase of up to $ 100 million of the Company’s outstanding Class A common stock, $ 0.001 par value per share.

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.

As of December 31, 2025, no stock repurchases had been settled.

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, we 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 PIPE SOL to the Company as consideration for the Cryptocurrency Pre-Funded Warrants and the Cryptocurrency Stapled Warrants.

The Cryptocurrency Stapled Warrants were approved by stockholders on October 30, 2025 at a special meeting of the stockholders and will expire in July 2028.

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 commons 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 cash equivalent 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, a Cayman Islands exempted company (“Summer” and with Pantera, the “Advisors”).

In connection with the closing of the Offering, on September 18, 2025, the Company issued 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 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 Offering (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

On June 6, 2025 (the “Issuance Date”), we completed the issuance and sale of an aggregate of 52,241 shares of Class A common stock and pre-funded warrants to purchase up to 3,131 shares of Class A common stock (“Pre-funded Warrants”) and accompanying common warrants to purchase up to 55,372 shares of Class A common stock (the “2025 Common

Warrants”) (the “2025 Offering”).

We also issued warrants to the placement agent to purchase 2,769 shares of Class A common stock on the same terms as the 2025 Common Warrants (the “Placement Agent Warrants” and together with the 2025 Common Warrants, the “2025 Warrants”).

The Pre-funded Warrants have an exercise price of $ 0.001 per share and 3,131 were exercised on the closing date.

The 2025 Offering price per share of Class A common stock and accompanying Common Warrant was $ 163.50 , the offering price per Pre-funded Warrant was $ 163.499 .

The 2025 Common Warrants have an exercise price of $ 367.875 per share, are immediately exercisable upon issuance and will expire two and one-half ( 2.5 ) years after the original issuance date.

Following the issue date of the 2025 Warrants, a holder of the 2025 Common Warrants has the right to receive, without payment of any additional cash to the Company (the “Zero Cash Provision”), an aggregate number of shares equal to the product of (x) the aggregate number of shares of Class A common stock that would be issuable upon a cash exercise of the common warrant and (y) two .

In addition, at 4:01 p.m.

Eastern time on the 5th trading day after the date of issuance (the “First Reset Date”), the exercise price of the 2025 Common Warrants reset to $ 79.25 per share, and on the 10th calendar day after the date of issuance (the “Second Reset Date”), the exercise price of the 2025 Common Warrants reset to $ 47.55 per share.

Under the terms of the 2025 Warrants, following the price resets the number of shares of Class A common stock issuable upon exercise of the 2025 Warrants was increased such that the aggregate exercise price of the 2025 Warrants remained unchanged.

The aggregate increase in shares available for purchase on the First Reset Date and Second Reset Date was 237,863 for the 2025 Common Warrants and 18,650 for the Placement Agent Warrants.

At inception, the 2025 Warrants provisions were analyzed under Accounting Standards Codification (“ASC”) 718, ASC 480 and ASC 815 and the Company concluded that the 2025 Common Warrants did not meet the guidance for being classified as an equity instrument due to the Zero Cash Provision.

The fair value of the 2025 Common Warrants as of the Issuance Date and as of each 2025 Common Warrant exercise was determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of a price reset.

The gross proceeds were allocated based on the fair value as of the Issuance Date resulting in a derivative liability at the Issuance Date of $ 3.4 million.

Offering costs allocated to the derivative liability of $ 0.5 million were expensed as Other (expense)/income, net.

The related change in fair value due to the exercise price and share resets resulted in a loss due to the change in fair value of the derivative liability of $ 6.2 million.

The fair value of the derivative liability associated with the Common Warrants as of December 31, 2025 was $ 0 .

The following table includes the share price and the inputs used to estimate the fair value of the warrants at the Issuance Date and as of each exercise date and before and after each exercise price and share reset:

Expected volatility

Risk-free interest rate

Dividend rate

June 6, 2025 - Issuance

June 11, 2025 - Pre-reset

June 11, 2025 - Post-reset

June 12, 2025

June 13, 2025

June 16, 2025 - Pre-reset

June 16, 2025 - Post-reset

June 17, 2025

June 18, 2025

June 20, 2025

Maxim Group LLC served as the placement agent in the 2025 Offering, pursuant to the terms of a placement agency agreement and received 7 % of the gross proceeds of the Offering (the “Cash Transaction Fee”) and reimbursement of the legal fees of its counsel of up to $ 100 thousand.

Maxim Group LLC paid $ 100 thousand to B.

Riley Securities for financial advisory services which was deducted from the Cash Transaction Fee and the remaining $ 50 thousand financial advisory services fee was paid for by the Company from the net proceeds of the 2025 Offering.

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 $ 1.6 million.

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 $ 1.6 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 Class A common stock of the Company, par value $ 0.001 per share 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 2025 Private Placement and reimbursement of the legal fees of its counsel of up to $ 15,000 .

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

2024 Public Offering

On May 9, 2024, the Company closed on a registered public offering consisting of 704,999 shares of Common Stock (the “2024 Public Offering”), pre-funded warrants to purchase 2,147,222 shares of Common Stock (the “Pre-funded Warrants”) and accompanying Series A Warrants to purchase up to 2,852,221 shares of its Common Stock (“Series A Warrants”) and Series B Warrants to purchase up to 2,852,221 shares of its Common Stock (“Series B Warrants”, and together with the Series A Warrants, the “2024 Public Warrants”).

The 2024 Public Offering price per share of Common Stock and accompanying Series A Warrants and Series B Warrants was $ 2.25 , the public offering price per Pre-funded Warrant and accompanying Series A and Series B warrant was $ 2.249 .

On May 9, 2024, the Company closed on a registered public offering consisting of 939 shares of Class A common stock (the “2024 Public Offering”), pre-funded warrants to purchase 2,859 shares of Class A common stock (the “Pre-funded Warrants”) and accompanying Series A Warrants to purchase up to 3,802 shares of its common stock (“Series A Warrants”) and Series B Warrants to purchase up to 3,802 shares of its Class A common stock (“Series B Warrants”, and together with the Series A Warrants, the “2024 Public Warrants”).

The 2024 Public Offering price per share of Class A common stock and accompanying Series A Warrants and Series B Warrants was $ 1,687.50 , the public offering price per Pre-funded Warrant and accompanying Series A and Series B warrant was $ 1,687.499 .

The Pre-funded Warrants have an exercise price of $ 0.001 per share and 1,435 were exercised on the closing date.

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The 2024 Public Warrants have an exercise price of $ 1,687.50 per share and are exercisable upon issuance.

The Series A Warrants will expire five years following the date of issuance and the Series B Warrants will expire twelve months following the date of issuance.

The Series A Warrants will expire five years following the date of issuance and the Series B Warrants will expire twelve months following the date of issuance and expired in May 2025.

The Pre-funded Warrants are exercisable upon issuance and may be exercised at any time until the Pre-funded Warrants are exercised in full.

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 December 31, 2025, all 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 June 23, 2023, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”) to create an at-the-market offering program (“ATM”) under which the Company may offer and sell shares having an aggregate offering price of up to $ 2.0 million.

Roth is entitled to a commission at a fixed commission rate equal to up to 3 % of the gross proceeds pursuant to the Sales Agreement.

As of December 31, 2024, 201,211 share issuances of securities have occurred in connection with the ATM generating net proceeds of $ 1.3 million and $ 0.4 million inclusive of share issuance costs in 2024 and 2023, respectively.

On January 17, 2025, 93,300 shares were issued with the ATM, generating net proceeds of $ 0.1 million inclusive of share issuance costs.

Series B Preferred Stock

On March 23, 2023, the Board of Directors declared a dividend of one one -thousandth of a share of Series B Preferred Stock (“Series B Preferred Stock”) for each outstanding share of Common Stock held of record on April 3, 2023.

The value of the Series B Preferred Stock issued in connection with the stock dividend was immaterial.

The outstanding shares of Series B Preferred Stock voted together with the outstanding shares of the Company’s Common Stock, as a single class, exclusively with respect to a proposal giving the Board of Directors the authority, as it determines appropriate, to implement a reverse stock split within twelve months following the approval of such proposal by the Company’s stockholders as well as any proposal to adjourn any meeting of stockholders called for the purpose of voting on the foregoing matters.

Each share of Series B Preferred Stock entitled the holder to 1,000,000 votes per share and each fraction of a share of Series B Preferred Stock had a ratable number of votes.

The holder of Series B Preferred Stock, as such, are not entitled to receive dividends.

At the annual meeting of stockholders of the Company held on May 24, 2023, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of its outstanding Common Stock.

All shares of Series B Preferred Stock that did not vote in person or by proxy were redeemed in whole by the Company.

Shares of Series B Preferred Stock that did vote in person or by proxy will need to request redemption from the Company at a rate of $ 0.001 per share in cash.

As of December 31, 2024, no shareholders of Series B Preferred Stock have requested such redemption.

Reverse Stock Split

At the annual meeting of stockholders on May 24, 2023, our stockholders voted to approve a reverse stock split of our outstanding Class A common stock at a ratio in the range of 1-for- 10 to 1-for- 80 to be determined at the discretion of the Board of Directors.

On August 11, 2023, the Board approved a 1-for- 50 reverse stock split of the Company’s issued and outstanding Common Stock (the “Reverse Stock Split”).

August 2022 Warrants

In connection with the Company’s registered public offering that closed on August 9, 2022, the Company issued warrants to purchase an aggregate of 720,000 shares of common stock (“2022 Public Warrants”).

The Company performed an analysis of the provisions of the Public Warrants and concluded that the Public Warrants did not meet the guidance for being classified as an equity instrument due to a potential price reset prompted by a change in an unrelated instrument’s conversion rate or, in the event of a fundamental transaction, settlement rights that differ from those of the underlying common stockholders.

The fair value of the derivative liability as of December 31, 2024 and 2023 was $ 0.2 million and $ 3.3 million, respectively.

The change in the fair value of the derivative liability was recognized as a component of nonoperating income in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

The fair value of the 2022 Public Warrants was determined using both a Monte Carlo simulation model, which uses multiple input variables to determine the probability of the occurrence of a price reset or a fundamental transaction and the Black-Scholes option pricing model.

The following table includes the stock price and the inputs used to estimate the fair value of the warrants:

On September 15, 2025, the Company entered into a Sales Agreement (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.

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.

As of December 31, 2025, 1,347,916 shares have been sold under the 2025 ATM generating net proceeds of $ 24.2 million in 2025.

Total commissions paid were $ 0.5 million during the year ended December 31, 2025.

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 amends and supplements the prior prospectus supplements related to the 2023 ATM to increase the maximum offering size to $ 25.0 million.

During the year ended December 31, 2025, the Company sold 379,040 shares generating net proceeds after commissions of $ 5.1 million.

Through December 31, 2025 and 2024, 379,164 and 197 shares have been sold under the 2023 ATM generating net proceeds of $ 5.1 million and $ 1.3 million in 2025 and 2024, respectively.

Total commissions paid were $ 0.2 million and zero dollars during the year ended December 31, 2025 and 2024, respectively.

September 2025 Warrants

In connection with the Company’s 2025 PIPE Offerings that closed on September 18, 2025, the Company issued the 2025 Stapled Warrants to purchase an aggregate of 73,941,196 shares of Class A common stock.

The Company performed an analysis of the provisions of the 2025 Stapled Warrants and concluded that the 2025 Stapled Warrants did not meet the guidance for being classified as an equity instrument due to settlement rights that differ from those of the underlying common stockholders in the event of a fundamental transaction at issuance.

On November 17, 2025 the Company amended the 2025 Stapled Warrants, pursuant to which the differential treatment in settlement rights in the event of a fundamental transaction were eliminated.

Due to the soft call option provision of the 2025 Stapled Warrants, the fair value at issuance and as of November 17, 2025 was determined using a Monte Carlo simulation model, which uses Geometric Brownian Motion to simulate the Company’s stock price and check if the stock price was at or above the soft call threshold and if the threshold wasn’t reached then determine the value at maturity.

The following table includes the share price and the inputs used to estimate the fair value of the warrants:

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Soft Call Threshold

Warrant term (in years)

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Risk-free interest rate

Dividend rate

The 603,690 of outstanding liability classified Public Warrants have an exercise price that was reset to $ 1.6163 per share as a result of the 2024 Public Offering are exercisable upon issuance and will expire five years following the date of issuance.

23,400 Public Warrants were exercised and the Company received gross proceeds of $ 0.2 million during the year ended December 31, 2024.

No warrants were cancelled during the year ended December 31, 2024.

Equity-classified Warrants

The Company has outstanding equity-classified warrants to purchase 5,869,244 shares of common stock at a weighted average exercise price of $ 3.64 , with expiration dates ranging from March 2025 to May 2029.

The weighted average exercise price includes 12,222 Pre-funded Warrants with a nominal exercise price of $ 0.001 outstanding as of December 31, 2024.

The weighted average exercise price excluding the outstanding Pre-funded Warrants is $ 3.65 as of December 31, 2024.

During the year ended December 31, 2024, 2,135,000 Pre-funded Warrants were exercised for 2,134,754 common shares as the result of the cashless exercise provision and no warrants were cancelled due to expiration.

As a result of the 2025 Stapled Warrants amendment changing the classification from a derivative liability to an equity instrument, the remaining derivative liability balance as of November 17, 2025 was recorded to additional paid-in capital.

The following table presents a roll-forward of the fair value of the Company’s derivative liabilities described above, all of which are classified within Level 3 of the fair value hierarchy:

2025 Common Warrants

Total Warrant

Balance at December 31, 2024

Loss (gain) on change in fair value

Change in classification

Balance at December 31, 2025

The following table provides a roll-forward of the number of shares of Class A common stock underlying warrants issued during the year ended December 31, 2025 and 2024, respectively:

2025 Common Warrants

Classification

Exercise Price ($)

Expiration Date

Balance at December 31, 2023

Balance at December 31, 2024

Exercises (2)(3)

( 3,269,896 )

( 3,594,510 )

Exercised but not issued (7)

( 2,298,075 )

Balance at December 31, 2025

(1) The Company’s outstanding equity-classified warrants as of December 31, 2025 have a weighted average exercise price of $ 6.75 .

(2) During the year ended December 31, 2025, 31,194 Other Equity Warrants were exercised for 52,610 common shares as the result of the cashless exercise provision and the Zero Cash Provision.

(3) In connection with the exercise of the 2025 Common Warrants, 586,466 shares of Class A common stock were issued as a result of the Zero Cash Provision.

(4) Exercise prices for outstanding other equity warrants as of December 31, 2025 range from $ 563.25 to $ 611,325.00 per share of Class A common stock exercised.

(5) Expiration dates for outstanding other equity warrants as of December 31, 2025 range from February 2026 to April 2030.

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

(7) As of December 31, 2025, the Company received formal notice of exercise from the holder but shares were not issued until January 2026.

STOCK-BASED COMPENSATION

The Company may issue stock-based compensation awards under The Helius Medical Technologies, Inc.

2022 Equity Incentive Plan (“2022 Plan”) or the Helius Medical Technologies, Inc.

2022 Equity Incentive Plan (the “2022 Plan”) or the Helius Medical Technologies, Inc.

2021 Inducement Plan (as amended, the “Inducement Plan”).

The 2022 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants.

Options to purchase shares of the Company’s common stock granted under the 2022 Plan are awarded at a price equal to the fair market value at the date of grant based upon the closing price on that date.

Options to purchase shares of the Company’s Class A common stock granted under the 2022 Plan are awarded at a price equal to the fair market value at the date of grant based upon the closing price on that date.

Options granted under the 2022 Plan generally vest over periods of between one to three years and expire no later than ten years from the date of grant.

As of December 31, 2025, the remaining shares available for grant were 166 under the Inducement Plan.

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 Common Stock that may be issued under the 2022 Plan to 2,089,000 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 2,089,000 to 2,703,678 and there were 637,237 shares of common stock available for issuance under the 2022 Plan.

The Inducement Plan permits the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock and cash awards and other share‑based awards The Inducement Plan is used exclusively for grants of awards to individuals who were not previously employees or directors of the Company.

Options granted under the Inducement Plan generally vest over four years and expire after ten years .

The exercise price of each option is equal to the fair market value of the common stock at the date of grant.

On July 2, 2024, the Company approved an amendment to the Inducement Plan pursuant to which, the Inducement Plan was amended to increase the

aggregate number of shares of Common Stock that may be issued under the Inducement Plan to 150,000 new shares.

As of December 31, 2024, there were 123,980 shares of common stock available for issuance under the Inducement Plan.

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.

On July 2, 2024, the Company approved an amendment to the Inducement Plan pursuant to which, the Inducement Plan was amended to increase the aggregate number of shares of Class A common stock that may be issued under the Inducement Plan to 200 new shares.

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 10th 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 .

As of December 31, 2025, remaining shares available for grant were 2,905,367 under the 2022 Plan.

As of January 1, 2026, the number of shares authorized for issuance increased by 7,965,869 and there were 10,871,236 shares of Class A common stock available for issuance under the 2022 Plan.

2,477 stock options were granted during the year ended December 31, 2024.

During the years ended December 31, 2025, the Company granted 125,047 stock options out of the 2022 Plan and no stock options out of the Inducement Plan.

The options vest over one to three years and expire ten years after the grant date.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following tables.

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Expected volatility is calculated using historical volatility over the expected term.

The Black-Scholes option pricing model was used with the following weighted-average assumptions for options granted during the years ended December 31, 2024 and 2023:

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

Years Ended December 31,

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Fair value, per share

During the year ended December 31, 2024 and 2023, 1,335,623 options with a total grant date fair value of $ 2.5 million and 86,580 options with a total grant date fair value of $ 1.6 million vested, respectively.

The fair value of restricted stock units granted during the years ended December 31, 2024 and 2023 was based on the closing price of the Company’s common stock on the Nasdaq Capital Market on the day of the grant.

During the years ended December 31, 2025 and 2024, there were 125,928 options with a total grant date fair value of $ 2.75 million and 1,744 options with a total grant date fair value of $ 1.9 million vested, respectively.

Stock option activity during the year ended December 31, 2025 was as follows:

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Exercisable as of December 31, 2025

The following table summarizes nonvested restricted stock unit activity during the year ended December 31, 2024:

Upon the closing of the 2025 PIPE Offerings, the Company entered into an executive chairman agreement (the “Executive Chairman Agreement”) dated September 18, 2025 with Joseph Chee (“Mr.

Pursuant to the terms of the Executive Chairman Agreement, Mr.

Chee received an equity award of restricted stock units (“RSUs”) equal to (i) 1 % of the aggregate number of Class A common stock and pre-funded warrants issued in the 2025 PIPE Offerings, plus (ii) 0.5 % of the aggregate number of Class A common stock underlying the stapled warrants issued in connection with the 2025 PIPE Offerings for his services related to the implementation of the DAT strategy for the Company.

This amount was determined to be 1,109,118 RSUs (the “Executive Chairman RSUs”).

Further, following the closing of the 2025 PIPE Offerings and within 10 business days of the exercise of a Cash Stapled Warrant issued to investors in the 2025 PIPE Offerings, the Company shall issue to Mr.

Chee an additional RSU award equal to 0.5 % of the number of shares of the Company’s Class A common stock issuable upon the exercise of the Cash Stapled Warrants (“Cash Stapled Warrant RSUs”).

The grant of each such RSU grants shall be subject to stockholder approval of the increase in the shares available under the 2022 Plan.

The fair value of RSUs granted during the year ended December 31, 2025 was based on the closing price of the Company’s Class A common stock on the Nasdaq Capital Market on the day of the grant.

As of December 31, 2025, the Executive Chairman RSUs issued to Mr.

Chee were granted following stockholder approval of the increase in shares available under the 2022 Plan on October 30, 2025 and were immediately vested on October 30, 2025.

The Executive Chairman RSUs plan to be settled following the registration of the increased shares available under the 2022 Plan in 2026.

As of December 31, 2025, no RSUs were granted under the Cash Stapled Warrant RSUs.

The following table summarizes nonvested RSU activity during the year ended December 31, 2025:

Weighted Average

Nonvested as of December 31, 2024

( 1,109,118 )

Nonvested as of December 31, 2025

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Total stock-based compensation expense

As of December 31, 2024, the total remaining unrecognized compensation expense related to nonvested stock options was $ 1.5 million which will be amortized over weighted-average remaining requisite service period of 0.7 years.

On September 18, 2025, the Board approved a resolution to accelerate vesting for all stock options outstanding under the 2022 Plan to November 30, 2025 if the stock options are not vested as of that date.

As the vesting acceleration only affected the timing of when the options vest and not the calculation to determine fair value of the underlying options, no modification to the fair value of the underlying grants was required and the Company will accelerate recognition of the remaining expense as of November 30, 2025 in accordance with the accelerated vesting schedules.

As of December 31, 2025, the total remaining unrecognized compensation expense related to nonvested stock options was $ 15 thousand which will be amortized over the weighted-average remaining requisite service period of 1.9 years.

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):

Net loss available to common stockholders — basic

Weighted average common shares outstanding — basic (1)

Loss per share - basic

Net loss available to common stockholders — diluted (2)

Weighted average common shares outstanding — diluted (1)

Loss per share — diluted

In May 2024, in connection with the 2024 Public Offering, the Company issued and sold Pre-funded Warrants exercisable for an aggregate of 2,147,222 shares of Common Stock.

The total price of the Pre-funded Warrants is $ 2.25 per share, $ 2.249 of which was pre-funded and paid to the Company upon issuance of the Pre-funded Warrants.

The exercise price of the Pre-funded Warrants is $ 0.001 per share.

The Pre-funded Warrants are immediately exercisable and do not expire.

As of December 31, 2024, 2,052,703 Pre-funded Warrants were exercised and 12,222 Pre-funded Warrants remained outstanding.

As the remaining shares underlying the Pre-funded Warrants are exercisable for nominal consideration of $ 0.001 per share, 12,222 in common shares underlying the unexercised Pre-funded Warrants were considered outstanding for purposes of the calculation of loss per share for the year ended December 31, 2024.

Refer to Note 8 for additional information about the Pre-funded Warrants.

For the years ended December 31, 2024 and 2023, no adjustment was made to the numerator.

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

Basic and diluted:

Net loss available to common stockholders

Weighted average common shares outstanding — (1)(2)(3)

Loss per share

In May 2024, in connection with the 2024 Public Offering, the Company issued and sold Pre-funded Warrants exercisable for an aggregate of 2,859 shares of Class A common stock.

The Pre-funded Warrants are included in the computation of basic and diluted loss per share as of the issuance date.

The weighted average number of common shares outstanding as of December 31, 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 were subsequently issued at the direction of the Holder.

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 8 for additional information about the 2025 PIPE Offerings and the 2025 Pre-Funded Warrants.

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

Stock options

Restricted stock units

RELATED PARTIES

Strategic Advisory Agreement

In connection with the 2025 PIPE Offerings, the Company entered into the Strategic Advisory Agreement with Pantera and Summer.

Pantera and Summer are leading investment companies in the digital asset industry.

Under the terms of the

agreement, the Advisors will provide strategic advisory services in connection with the expansion and diversification of the Customer’s core business through integration of cryptocurrency and digital asset strategies in its product offerings and as part of its SOL treasury management strategy for two 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 8.

During the year ended the Company recognized pass-through expenses from Summer of $ 0.2 million, 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 December 31, 2025 the Company has a balance of $ 32 thousand in Accounts Payable due to Summer under the Strategic Advisory Agreement.

During the year ended December 31, 2025, the Company also granted RSUs to Mr.

Chee as part of his Executive Chairman Agreement, see Note 9.

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 the year ended December 31, 2025 the Company recognized $ 1.1 million 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 December 31, 2025 the Company has a balance of $ 0.3 million in Accounts Payable due to Pantera under the Trading Advisory Agreement.

The Company's loss before provision for income taxes was generated from operations in the United States and outside of the United States as follows (in thousands):

Years Ended December 31,

A reconciliation of the United States federal statutory income tax rate to the Company's effective income tax rate is as follows (in thousands):

Years Ended December 31,

The benefit from or provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to the Company's loss before income taxes as follows for the periods indicated (in thousands):

Year Ended December 31,

Income tax benefit at United States federal statutory rate

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Income tax expense

The components of deferred tax assets and liabilities are as follows (in thousands):

Year Ended December 31,

US federal statutory tax rate at 21 %

State and local income taxes, net of federal income tax effect

Foreign tax effects

Changes in valuation allowance

Nontaxable or nondeductible items

Change in fair value of derivative liability

Equity financing costs

Other nontaxable or nondeductible items

Section 162(m) Compensation

Other reconciling items

Unrealizable federal net operating losses

Other reconciling items

Effective tax rate

The (benefit from) provision for income taxes consisted of the following for the periods indicated:

Year Ended December 31,

Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company's deferred tax assets and liabilities were as follows for the periods indicated (in thousands):

As of December 31,

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Net operating loss carryforwards

Stock-based compensation

Research and development

Tax credit carryforwards

Stock-based compensation

Compensation and benefits

Unrealized foreign currency losses

Deferred revenue

Unrealized foreign currency losses

Unrealized gain/loss on digital assets

Research and development

Total deferred tax assets

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Net deferred tax assets

Net operating loss carryforwards and the related carryforward expiration periods as of December 31, 2024 are summarized as follows (in thousands):

United States federal net operating losses

United States state net operating losses

Canada federal net operating losses

The gross tax credit carryforwards and the related carryforward expiration periods as of December 31, 2024 are summarized as follows (in thousands):

United States federal research expenditure tax credits

Canada federal research expenditure tax credits

Under the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities.

Net operating loss carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Section 382 of the Code, as well as similar state provisions.

This could substantially limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities.

The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change.

Subsequent ownership changes may further affect the limitation in future years.

Although a formal Section 382 analysis has not yet been completed, the Company believes it is possible ownership changes have occurred.

The annual limitation may result in the expiration of United States net operating losses and credits before utilization;

however, due to the valuation allowance against deferred tax assets as of December 31, 2024, the net effect of any limitation will have no impact on results of operations.

The accounting guidance related to uncertain tax positions prescribes a recognition threshold and measurement attribute for recognition and measurement of a tax position taken or expected to be taken in a tax return.

It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

As of both December 31, 2024 and 2023, the Company does not have an accrual relating to uncertain tax positions.

It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.

The Company files income tax returns in the United States and Canada.

The Company’s tax returns are subject to tax examinations by United States federal and state tax authorities, or examinations by foreign tax authorities until the expiration of the respective statutes of limitation.

As of December 31, 2025, the Company has accumulated non-capital losses totaling $ 5.1 million in Canada, Federal net operating losses (“NOLs”) of $ 97.5 million in the U.S., and State NOLs of $ 95.9 million in the U.S.

which may be available to carry forward and offset future years’ taxable income.

The Company has $ 39.5 million of pre-Tax Cuts and Jobs Act NOLs that would begin to expire in 2032, but these have been written off in accordance with the 382 limitation detailed below.

The $ 97.5 million of Federal NOLs do not expire.

State NOLs of $ 74.6 million begin to expire starting in 2032 through 2045.

The remaining $ 21.4 million of State NOLs are available to be carried forward indefinitely.

The Company is in the process of completing an analysis through December 31, 2025 of its ownership changes since formation in accordance with Section 382 of the Internal Revenue Code of 1986, as amended.

The analysis determined that the Company experienced a Section 382 ownership change on September 18, 2025.

As a result of the ownership change, the Company’s NOLs are subject to an annual limitation of approximately $ 0.1 million per year.

Additionally, as a result of the ownership change, approximately $ 39.6 million of are not expected to be realizable.

These unrealizable NOLs have been written off and are included in the accumulated numbers above.

Uncertain Tax Positions

The Company has adopted certain provisions of ASC 740, “Income Taxes”, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns.

The provisions also provide guidance on the de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions.

The Company files income tax returns in the U.S.

federal jurisdiction, and in various state and foreign jurisdictions.

The Company’s tax returns are subject to tax examinations by U.S.

federal and state tax authorities, or examinations by foreign tax authorities until the expiration of the respective statutes of limitation.

The Company currently has no tax years under examination.

As of December 31, 2025, the Company does no t have an accrual relating to uncertain tax positions.

It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.

The amounts of cash taxes paid by the Company are as follows:

Year Ended December 31,

All other state

Income taxes, net of amounts refunded

DEFINED CONTRIBUTION PLAN

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For the years ended December 31, 2025 and 2024, the Company’s defined contribution plan expense was $ 129 thousand and $ 137 thousand, respectively.

COMMITMENTS AND CONTINGENCIES

The Company is obligated under a license agreement with Advanced NeuroRehabilitation, LLC (“ANR”) to pay a 4 % royalty on net revenue collected from the sale of devices covered by ANR’s patent pending technology, claims and knowhow.

For the years ended December 31, 2024 and 2023, the Company recorded royalty expense from the sale of devices of approximately $ 19 thousand and $ 24 thousand, respectively, in its Consolidated Statements of Operations and Comprehensive Loss.

SEGMENT AND GEOGRAPHIC INFORMATION

Segment Information

The Company’s CODM is its Chief Executive Officer.

The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is the business of development and commercialization of products related to PoNS® devices.

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 evaluates performance and allocates resources based on the Company’s consolidated financial results.

GEOGRAPHIC INFORMATION

Geographic Information

The following table presents the Company’s revenue disaggregated by geographic area (in thousands):

Staking rewards income

Product sales, net:

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Total revenue

Two customers accounted for 72 % and 65 % of net product sales for the years ended December 31, 2024 and 2023, respectively.

Two customers accounted for 100 % of accounts receivable, net as of December 31, 2024 and a single customer accounted for 83 % of accounts receivable, net as of December 31, 2023.

Four customers accounted for 71 % and two customers accounted for 72 % of net product sales for the years ended December 31, 2025 and 2024, respectively.

Two customers accounted for 100 % of accounts receivable, net both as of December 31, 2025 and 2024.

Long-lived assets are held in the United States and Canada with the majority of long-lived assets being held in the United States as of December 31, 2025 and 2024.

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SUBSEQUENT EVENTS

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 4,971,110 shares of the Company’s common stock, in the aggregate, at a reduced exercise price of $ 0.751 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 6,213,888 shares of the Company’s 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

The Company engaged 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 resulting in net proceeds of $ 3.4 million.

The Company has filed a registration statement on Form S-3 covering the resale of the Inducement Warrants Shares issued or issuable upon the exercise of the Inducement Warrants.

In the Inducement Letters, the Company agreed not to issue any shares of common stock or common stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) for sixty (60) calendar days.

The Company also has agreed not to effect or agree to effect any variable rate transaction (as defined in the Inducement Letters) for seventy-five (75) calendar days from the date of the Inducement Letters.

The Company has agreed to hold an annual or special meeting of stockholders on or prior to the date that is ninety (90) calendar days following the date of the Inducement Letters for the purpose of obtaining stockholder approval, with the recommendation of the Company’s board of directors that such proposals are approved.

If the Company does not obtain stockholder approval at the first meeting, the Company has agreed to call a meeting to seek stockholder approval every ninety (90) calendar days until the date that the Inducement Warrants are no longer outstanding.

Digital Assets

Subsequent to December 31, 2025, the value of liquid SOL to USD declined significantly.

The price per SOL as of March 27, 2026 (midnight UTC) was $ 83.05 , a 33 % decline as compared to December 31, 2025.

The Company has not adjusted the carrying value of digital assets as of December 31, 2025 because this decline relates to conditions arising after the balance sheet date.

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 is anticipated to close in the second quarter of 2026, subject to the satisfaction of regulatory approvals and other customary closing conditions.

The total purchase price for the acquisition is $ 2 million, consisting of 50 % payable in cash and 50 % payable via issuance of our Class A common stock.

Share Repurchase Program

As of March 27, 2026, the Company has repurchased 1,531,032 shares of its Class A common stock (“Repurchased Shares”) at a weighted-average purchase price of $ 2.21 per share.

Repurchased Shares are held in treasury.

Warrant Exercises

Subsequent to December 31, 2025, 2,297,480 shares of Class A common stock were issued for pre-funded warrants exercised but not issued in 2025 and 10,527,247 pre-funded warrants were exercised for 10,523,392 shares issued as a result of the cashless exercise provision.

As of March 27, 2026 20,166,021 pre-funded warrants remain outstanding.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HELIUS MEDICAL TECHNOLOGIES, INC.

SOLANA COMPANY

March 30, 2026

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March 30, 2026

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), Treasurer, Secretary and Director

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), Treasurer, and Secretary

/s/ Joseph Chee

March 30, 2026

Executive Chairman and Director

/s/ Paul Buckman

7 unchanged sentences

March 30, 2026

/s/ Cosmo Jiang

March 30, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures