Solana Company filed SEC Form 8-K: Entry into a Material Definitive Agreement
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 29, 2026, Solana Company (the “Company”) entered into an Amended and Restated Sales Agreement (the “Sales Agreement”) with Clear Street LLC (“Clear Street”) and Maxim Group LLC (“Maxim”) (each, an “Agent,” and, together, the “Agents”), as co-sales agents, pursuant to which the Company may offer and sell shares of the Company’s Class A common stock, par value $0.001 per share (the “Shares”) from time to time in connection with its existing “at-the-market” offering of Shares (the “Offering”). The purpose of the amendment was to, among other things, contemplate (1) the sale of Shares pursuant to the Prospectus Supplement and the Registration Statement (each as defined below) and (2) increase the aggregate gross sales price of Shares that may be offered and sold from time to time from $92,800,000 to $250,000,000 (excluding any Shares sold under the Prior Prospectus Supplement (each as defined below)).
On May 29, 2026, the Company filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) in connection with the Offering (the “Prospectus Supplement”) under its existing shelf Registration Statement on Form S-3 (File No. 333-290429) (the “Registration Statement”) and the base prospectus contained therein, reflecting the increase in the maximum aggregate offering price of our Offering. The Registration Statement was effective upon filing with the SEC on September 22, 2025, and amended by Post-Effective Amendment No. 1, which was effective upon filing with the SEC on March 30, 2026, and Post-Effective Amendment No. 2, filed with the SEC on March 31, 2026 and declared effective on April 8, 2026. As of May 29, 2026, the Company has issued and sold Shares for aggregate gross sale proceeds of $24,657,697.51 pursuant to a prior sales agreement with the Agents dated September 15, 2025 (the “Prior Sales Agreement”) and a prior prospectus supplement dated September 15, 2025 and an accompanying prospectus dated May 26, 2023 covering the offering, issuance and sale of up to a maximum aggregate offering price of $92.8 million of Shares (collectively, the “Prior Prospectus Supplement”). The Company will not make any further offers or sales of its Shares in accordance with the Prior Sales Agreement pursuant to the Prior Prospectus Supplement.
Upon delivery of a placement notice, and subject to the terms and conditions of the Sales Agreement, the Agents may sell the Shares by any method that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or any other method permitted by law, which may include negotiated transactions or block trades. The Company may sell the Shares through the Agents in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but neither it nor the Agents have an obligation to sell any of the Shares in the Offering. No assurance can be given that the Company will sell any Shares under the Sales Agreement, or, if it does, as to the price or the amount of Shares that it sells or the dates when such sales will take place. The Company or the Agents may suspend or terminate the Offering upon notice to the other parties and subject to other conditions. The Agents will use commercially reasonable efforts basis to effect the Sales consistent with normal trading and sales practices.
The Company has agreed to pay the Agents’ commissions for their respective services in acting as agents in the sale of the Shares in the amount of up to 3.00% of the aggregate gross proceeds it receives from each sale of its Shares pursuant to the Sales Agreement. The Company has also agreed to provide the Agents with customary indemnification and contribution rights. In addition, the Company has agreed to reimburse certain legal expenses incurred by the Agents in connection with execution of the Sales Agreement in an amount up to $75,000, in addition to certain ongoing legal expenses.
A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Cooley LLP, counsel to the Company, has issued an opinion relating to the validity of the Shares sold pursuant to the Offering. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings for the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 5.1 | Opinion of Cooley LLP. | |
| 10.1 | Amended and Restated Sales Agreement, by and among Solana Company, Clear Street LLC and Maxim Group LLC, dated May 29, 2026. | |
| 23.1 | Consent of Cooley LLP (Included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOLANA COMPANY. | ||
| Dated: May 29, 2026 | By: | /s/ Agustina Gani Tjandrasuwita |
| Agustina Gani Tjandrasuwita | ||
| Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary | ||