Form 8-K
8-K — Solana Co
Accession: 0001104659-26-049070
Filed: 2026-04-27
Period: 2026-04-27
CIK: 0001610853
SIC: 6199 (FINANCE SERVICES)
Item: Unregistered Sales of Equity Securities
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2612791d1_8k.htm (Primary)
EX-4.1 — EXHIBIT 4.1 (tm2612791d1_ex4-1.htm)
EX-4.2 — EXHIBIT 4.2 (tm2612791d1_ex4-2.htm)
EX-5.1 — EXHIBIT 5.1 (tm2612791d1_ex5-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2612791d1_ex99-1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 27, 2026
SOLANA COMPANY
(Exact name of registrant as specified
in its charter)
Delaware
001-38445
36-4787690
(State or other
jurisdiction
(Commission File Number)
(IRS
Employer
of incorporation)
Identification No.)
642 Newtown Yardley Road, Suite
100
Newtown, PA
18940
(Address of principal executive offices)
(Zip
Code)
Registrant’s telephone number, including area code: (215) 944-6100
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A
Common Stock, $0.001 par value
HSDT
The
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure under Item
8.01 below which is hereby incorporated in this Item 3.02 by reference.
The Put Options (as defined below) have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state, and are
being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or
Rule 506 promulgated thereunder.
Item 7.01
Regulation FD Disclosure.
On April 27, 2026 the Company issued a press release
announcing the terms of the Registered Direct Offering (as defined below), a copy of which is furnished as Exhibit 99.1 hereto.
The information set forth in this Item 7.01 and
contained in the press release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s
filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth
by specific reference in any such filing.
Item 8.01
Other Events.
Registered Direct Offering
On April 27, 2026, Solana Company (the “Company”)
entered into securities purchase agreements (collectively, the “RDO Purchase Agreements”) with the purchasers named therein
(the “Purchasers”), pursuant to which (i) the Company issued and sold to the Purchasers, in a registered direct offering (the
“Registered Direct Offering”), 3,076,922 shares (the “Shares”) of the Company’s Class A common stock, $0.001
par value per share (the “Common Stock”). The offering price of each Share was $2.60 per share (the “Offering Price”).
The net proceeds to the Company from the Registered Direct Offering are expected to be approximately $7.9 million.
The Company currently plans to use the net proceeds
from the Registered Direct Offering for accumulating SOL, working capital and general corporate purposes, business expansion and other
strategic initiatives.
The RDO Purchase Agreements contain customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company,
including for liabilities arising under the Securities Act, other obligations of the parties and termination provisions. The representations,
warranties and covenants contained in the RDO Purchase Agreements were made only for the purposes of such agreement and as of the specific
dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The Registered Direct Offering was made pursuant
to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-290429), as amended, that became effective
on April 8, 2026, and a related base prospectus and prospectus supplement (the “Prospectus Supplement”) thereunder.
The foregoing description of the RDO Purchase
Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of RDO Purchase Agreement, a
copy of which is attached hereto as Exhibit 4.1 and incorporated by reference herein.
Put Option Agreement
In connection with the Registered Direct Offering,
the Company entered into put option agreements (collectively, the “Put Option Agreements”) with the Purchasers pursuant to
which the Company granted each Purchaser the right to require the Company to repurchase all or a portion of the shares of Common Stock
it purchased in the Registered Direct Offering at a price per share equal to the Offering Price plus an amount that would result in an
internal rate of return of 7.0% per annum (collectively, the “Put Options”). The Put Options may be exercised in connection
with the occurrence of certain qualifying events, including the 12-month and 18-month anniversaries of the closing of the Registered Direct
Offering, a failure of the Company’s net debt to total capitalization ratio to remain at or below 30%, or a suspension or halt of
trading in the Common Stock on the applicable trading market exceeding a specified number of consecutive trading days or the issuance
of a delisting notice.
The foregoing description of the terms and conditions
of the Put Options does not purport to be complete and is qualified in its entirety by the full text of the form of Put Option Agreement,
a copy of which is attached hereto as Exhibit 4.2, and incorporated by reference herein.
In connection with the filing of the prospectus
supplement for the Registered Direct Offering, the Company is filing a legal opinion of its counsel, Cooley LLP, regarding the validity
of the Shares being issued in the Registered Direct Offering, a copy of which is attached as Exhibit 5.1 to this Current Report.
Item 9.01
Financial Statements and Exhibits.
Exhibit No.
Description
4.1
Form of Securities Purchase Agreement, by and among Solana Company and the Purchasers, dated April 27, 2026.
4.2
Form of Put Option Agreement, by and among Solana Company and the Purchasers, dated April 27, 2026.
5.1
Opinion of Cooley LLP.
23.1
Consent of Cooley LLP (Included in Exhibit 5.1).
99.1
Press Release of Solana Company dated April 27, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements, including, without limitation, statements relating to the Company’s expectations regarding the the proceeds that the
Company expects to receive from the Registered Direct Offering and the intended use of proceeds from the Registered Direct Offering. Forward-looking
statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking
statements speak only as of the date they are made and, except for the Company’s ongoing obligations under the U.S. federal securities
laws, the Company undertakes no obligation to update any forward-looking statement.
Forward-looking statements are subject to known
and unknown risks and uncertainties and are based on estimates and assumptions that are subject to change or revision. These statements
are only predictions based on current information and expectations and involve a number of risks and uncertainties. Actual events or results
may differ materially from those projected in any of such statements due to various factors, including, without limitation, market conditions
as well as risks and uncertainties inherent in the Company’s business. For a discussion of these and other factors, please refer
to the risk factors included in the Company’s Annual Report on Form 10-K, and the Company’s Quarterly Reports on Form 10-Q
and other periodic reports filed from time to time with the SEC.
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: April 27, 2026
By:
/s/ Jeffrey S. Mathiesen
Jeffrey S. Mathiesen
Chief Financial Officer, Treasurer and Secretary
EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: tm2612791d1_ex4-1.htm · Sequence: 2
EXHIBIT 4.1
SECURITIES
PURCHASE AGREEMENT
This Securities Purchase Agreement
(this “Agreement”) is dated as of __________, 2026, between Solana Company, a Delaware corporation (the “Company”)
and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below),
the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company
as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and the Purchaser agree as follows:
Article I.
DEFINITIONS
1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1.1:
“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.
“Action”
shall have the meaning ascribed to such term in Section 3.1(i).
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
open for use by customers on such day. For the purposes of any deadline by which the Purchaser is required to deliver a Financial
Qualifying Event Notice (as defined in the Put Option Agreement) response, or make any payment obligation under this Agreement or the
Put Option Agreement (if any), a Business Day shall additionally exclude any day on which commercial banks in Hong Kong are authorized
or required by law to remain closed.
“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.
“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the first (1st)
Trading Day following the date hereof (or the second (2nd) Trading Day following the date hereof if this Agreement is signed on a day
that is not a Trading Day or after 4:00 p.m. (New York City time) and before midnight (New York City time) on a Trading Day).
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the class A common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City
time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately
following the date hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York
City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof.
“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(q).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(g).
“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(y).
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(n).
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
2
“Material
Adverse Effect” shall have the meaning ascribed to such term in Section 3.1(a).
“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(l).
“Per Share
Purchase Price” equals $2.60, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), pending or, to the Company’s knowledge, threatened in writing against the Company, any Subsidiary or any
of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal,
state, county, local or foreign).
“Prospectus”
means the base prospectus filed for the Registration Statement, including all information, documents and exhibits filed with or incorporated
by reference into such prospectus.
“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act, including all
information, documents and exhibits filed with or incorporated by reference into such prospectus supplement, that is filed with the Commission
and delivered by the Company to the Purchaser at the Closing.
“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.
“Put Option
Agreement” means the agreement in the form attached hereto as Exhibit A.
“Registration
Statement” means the effective registration statement on Form S-3 (File No. 333-290429), as amended, filed with the
Commission, including all information, documents and exhibits filed with or incorporated by reference into such registration statement,
which registers the issuance and sale of the Shares to the Purchaser.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(b).
“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
3
“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(g).
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the number of shares of Common Stock, equal to (x) the Subscription Amount; divided by (y) the Per Share Purchase
Price (rounded down to the nearest whole number), issued or issuable to the Purchaser pursuant to this Agreement, as specified below the
Purchaser’s name on the signature page of this Agreement and next to the heading “Shares”.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not
be deemed to include locating and/or borrowing shares of Common Stock).
“Subscription
Amount” means the aggregate amount to be paid for the Shares by the Purchaser as specified below the Purchaser’s name
on the signature page of this Agreement and next to the heading “Subscription Amount”.
“Subsidiary”
means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock
Exchange (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Put Option Agreement, all exhibits, annexes and schedules thereto and hereto and any other
documents or agreements executed in connection with the transactions contemplated hereunder.
“Transfer
Agent” means American Stock Transfer & Trust Company LLC, the current transfer agent of the Company, with a mailing
address of 6201 15th Avenue, Brooklyn, New York 11219, and any successor transfer agent of the Company.
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Article II.
PURCHASE AND SALE
2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees
to purchase, the Shares. The Purchaser shall make available the Subscription Amount for “Delivery Versus Payment” (“DVP”)
settlement with the Company or its designee. The Company shall deliver to the Purchaser the Shares pursuant to Section 2.2(a), and
the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction
of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transmission of
the Closing documentation. Settlement of the Shares shall occur via DVP (i.e., on the Closing Date, the Company shall issue the Shares
registered in the Purchaser’s name and address and released by the Transfer Agent directly to the account(s) identified by
the Purchaser; upon receipt of such Shares, the Purchaser shall make payment of the Subscription Amount by wire transfer to the Company).
2.2 Deliveries.
(a) On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:
(i) this
Agreement duly executed by the Company;
(ii) the
Put Option Agreement duly executed by the Company;
(iii) the
Company’s wire instructions;
(iv) subject
to Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver in book-entry
form the Shares registered in the name of the Purchaser; and
(v)
the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the
Securities Act).
(b) On
or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this
Agreement duly executed by the Purchaser;
(ii)
the Put Option Agreement duly executed by the Purchaser; and
(iii) the
Subscription Amount, which shall be made available for DVP settlement with the Company or its designee.
2.3 Closing
Conditions.
(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
5
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Purchaser contained herein (unless such
representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the
extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);
(ii) all
obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and
(iii) the
delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The
obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless such
representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the
extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);
(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and
(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof.
Article III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and Warranties of the Company. Except as set forth in the SEC Reports, the Company hereby makes the following representations and
warranties to the Purchaser:
(a) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to
own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in
violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected
to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a
material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company
and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material
respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse
Effect”); provided that a change in the market price or trading volume in the Common Stock alone shall not be deemed, in and
of itself, to constitute a Material Adverse Effect. No Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing
or seeking to revoke, limit or curtail such power and authority or qualification.
6
(b) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further
action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other
than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or
upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute
the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by
applicable law.
(c) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it
is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby do not
and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties
or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any
property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such
as could not have or reasonably be expected to result in a Material Adverse Effect.
7
(d) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection
with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant
to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to
each applicable Trading Market for the listing of the Shares for trading thereon in the time and manner required thereby, and (iv) such
filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).
(e) Issuance
of the Shares; Registration. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company
has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on April 8,
2026, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The
Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration
Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose
have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and
regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the
Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration
Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and
did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time
the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects
to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use
Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities
being sold pursuant to this offering and during the twelve (12) calendar months prior to this offering, as set forth in General Instruction
I.B.6 of Form S-3.
8
(f) Capitalization.
The capitalization of the Company as of the date hereof is as set forth in the SEC Reports. The Company has not issued any capital stock
since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under
the Company’s equity incentive plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee
stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most
recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation,
or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase
and sale of the Shares and as set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to,
calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or
exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary,
or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional
shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Shares will not obligate
the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchaser). There are
no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange
or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding
securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the
Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements
or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully
paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization
of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares. There are no stockholders agreements,
voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to
the knowledge of the Company, between or among any of the Company’s stockholders.
9
(g) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file
such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with
the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely
basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act
and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material
respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect
at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles
applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments.
(h) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as set forth in the SEC Reports, (i) there has been no event, occurrence or development that has had or that
could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past
practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed
in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared
or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase
or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate,
except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential
treatment of information. Except for the issuance of the Shares contemplated by this Agreement or as set forth in the SEC Reports, no
event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with
respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition
that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed
made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.
10
(i)
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or
investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of
their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”). Neither the Company nor any Subsidiary,
nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under
federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company,
there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or
officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.
(j)
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is
imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse
Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such
employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to
a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are
good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in
violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or
non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the
continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with
respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all applicable U.S. federal, state,
local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages
and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.
(k) Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or
any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default
or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental
authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including
without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety,
product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result
in a Material Adverse Effect.
11
(l)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and
permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective
businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to
result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received
any notice of proceedings relating to the revocation or modification of any Material Permit.
(m) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good
and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each
case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment
of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which
is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries
are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.
(n) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to
so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither
the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,
terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.
Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC
Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the
rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the
Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual
Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and
value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.
(o) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited
to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary
has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
12
(p) Transactions
with Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary
and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with
the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing
for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is
an officer, director, trustee, stockholder, member or partner, in each case in excess of US$120,000 other than for (i) payment of
salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other
employee benefits, including stock option agreements under any stock option plan of the Company.
(q) Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley
Act of 2002, as amended, that are effective as of the date hereof and as of the Closing Date, and any and all applicable rules and
regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company
and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions
are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets
is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The
Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required
to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated
the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by
the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented
in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of
the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been
no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries
that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company
and its Subsidiaries.
13
(r)
Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the
Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other
Person with respect to the transactions contemplated by the Transaction Documents. The Purchaser shall have no obligation with
respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this
Section that may be due in connection with the transactions contemplated by the Transaction Documents.
(s) Investment
Company. The Company is not immediately after receipt of payment for the Shares, will not be, an “investment company”
within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will
not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.
(t)
Registration Rights. No Person has any right to cause the Company or any Subsidiary to
effect the registration under the Securities Act of any securities of the Company or any Subsidiary.
(u) Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act,
and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice
from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Trading Market. Except as disclosed in the SEC Reports, the Company is, and has no
reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.
The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation
and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in
connection with such electronic transfer.
(v) Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable
any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar
anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state
of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser and the Company fulfilling their obligations
or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of
the Shares and the Purchaser’s ownership of the Shares.
14
(w) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with any information that
it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement.
(x) No
Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares
to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market
on which any of the securities of the Company are listed or designated.
(y) Material
Liabilities. The Company has no material liabilities, contingent or otherwise, except as disclosed in the SEC Reports.
(z) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and
all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has
paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes
for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no
basis for any such claim.
(aa) Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other
person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,
gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment
to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds,
(iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf
of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.
(bb) Accountants.
The Company’s independent registered public accounting firm is set forth in the SEC Reports. To the knowledge and belief of the
Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express
its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31,
2026.
15
(cc) Acknowledgment
Regarding Purchaser’s Purchase of Shares. The Company acknowledges and agrees that the Purchaser is acting solely in the capacity
of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further
acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect
to the Transaction Documents and the transactions contemplated thereby and any advice given by the Purchaser or any of its representatives
or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchaser’s
purchase of the Shares. The Company further represents to the Purchaser that the Company’s decision to enter into this Agreement
and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the
Company and its representatives.
(dd) Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except
for Sections 3.2(f), 4.11 and 4.12 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been
asked by the Company to agree, nor has the Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the
Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term;
(ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales
or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively
impact the market price of the Company’s publicly-traded securities; (iii) the Purchaser, and counter-parties in “derivative”
transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common
Stock, and (iv) the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party
in any “derivative” transaction. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for
Sections 3.2(f), 4.11 and 4.12 hereof), the Company further understands and acknowledges that (A) (y) the Purchaser may engage
in hedging activities at various times during the period that the Shares are outstanding, and (z) such hedging activities (if any)
could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities
are being conducted and (B) that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.
(ee) Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any
of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company.
16
(ff) Stock
Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of
the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under
the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company
policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the
release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
(gg) Cybersecurity.
(i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s
information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees,
suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems
and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition
that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company
and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations
of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy
and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation
or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the
Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information
and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries
have implemented backup and disaster recovery technology consistent with industry standards and practices.
(hh) Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's
knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).
(ii) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or
any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
3.2 Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date to
the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
17
(a) Organization;
Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar
power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry
out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser
of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited
liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has
been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid
and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.
(b) Understandings
or Arrangements. The Purchaser is acquiring the Shares as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Shares (this representation and warranty
not limiting the Purchaser’s right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable
federal and state securities laws). The Purchaser is acquiring the Shares hereunder in the ordinary course of its business.
(c) Purchaser
Status. At the time the Purchaser was offered the Shares, it was, and as of the date hereof it is, either: (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act
or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.
(d) Experience
of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares,
and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the
Shares and, at the present time, is able to afford a complete loss of such investment.
(e) Access
to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and
the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment.
18
(f)
Certain Transactions and Confidentiality. Other than consummating the transactions
contemplated hereunder, the Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with the
Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company
during the period commencing as of the time that the Purchaser first received a term sheet (written or oral) from the Company or any
other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending
immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of the Purchaser being a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s assets and the portfolio
managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the
Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the
portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Other than to other Persons
party to this Agreement or to the Purchaser’s representatives, including, without limitation, its officers, directors,
partners, legal and other advisors, employees, agents and Affiliates, the Purchaser has maintained the confidentiality of all
disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding
the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any
actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
The Company acknowledges
and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect the Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to
effect Short Sales or similar transactions in the future.
Article IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Shares.
Subject to the Put Option Agreement, the Shares shall be issued free of legends.
4.2 Furnishing
of Information. Until the time the Purchaser no longer owns any Shares, the Company covenants to timely file (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof
pursuant to the Exchange Act.
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4.3 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2
of the Securities Act) that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations of
any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval
is obtained before the closing of such subsequent transaction.
4.4 Securities
Laws Disclosure; Publicity.
(a) The
Company shall (i) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby,
and (ii) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within
the time required by the Exchange Act.
(b) No
later than the expiration of the Lock-Up Period (as defined below), the Company shall issue a press release and/or a Current Report on
Form 8-K disclosing all material non-public information concerning the Company disclosed to the Purchaser. From and after the issuance
of such press release or Current Report on Form 8-K, the Company represents to the Purchaser that it shall have publicly disclosed
all material, non-public information delivered to the Purchaser by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees, Affiliates or agents, in connection with the transactions contemplated by the Transaction Documents. In
addition, effective upon the issuance of such press release or Current Report on Form 8-K, the Company acknowledges and agrees that
any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries
or any of their respective officers, directors, employees, Affiliates or agents, on the one hand, and the Purchaser or any of its Affiliates
on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Purchaser shall
be relying on the foregoing covenant in effecting transactions in securities of the Company.
(c) The
Company and the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated
hereby, and neither the Company nor the Purchaser shall issue any such press release nor otherwise make any such public statement without
the prior consent of the Company, with respect to any press release of the Purchaser, or without the prior consent of the Purchaser, with
respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is
required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement
or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser, or include the name
of the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of the
Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the
Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall
provide the Purchaser with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with the Purchaser
regarding such disclosure.
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4.5 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that the Purchaser
is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that the Purchaser
could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Shares under the Transaction Documents
or under any other agreement between the Company and the Purchaser.
4.6 Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on
its behalf will provide the Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes
constitutes, material non-public information, unless prior thereto the Purchaser shall have consented in writing to the receipt of such
information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the
Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,
any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public
information to the Purchaser without the Purchaser’s consent, the Company hereby covenants and agrees that the Purchaser shall not
have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates
or agents, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or
agents, not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable
law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information
regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the
Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Purchaser shall be relying on
the foregoing covenant in effecting transactions in securities of the Company.
4.7 Use
of Proceeds. The Company shall use the net proceeds from the sale of the Shares as set forth in the Prospectus Supplement.
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4.8 Indemnification
of Purchaser. Subject to the provisions of this Section 4.8, the Company will indemnify and hold the Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person
holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents,
members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any
and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in
settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur
as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company
in this Agreement or in the other Transaction Documents, or (b) any action instituted against the Purchaser Parties in any capacity,
or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with
respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach
of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings
such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws
or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct).
If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such
Purchaser Party shall promptly notify the Company in writing, and, the Company shall have the right to assume the defense thereof with
counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of
such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such
action there is, in the reasonable opinion of counsel a material conflict on any material issue between the position of the Company and
the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than
one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a
Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to
the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any
of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction
Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in
addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company
may be subject to pursuant to law.
4.9 Reservation
of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all
times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue the Shares
pursuant to this Agreement.
4.10 Listing of Common Stock. The Company hereby agrees to use best
efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and
concurrently with the Closing, the Company shall apply to list or quote all of the Shares on such Trading Market and promptly secure
the listing of all of the Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock
traded on any other Trading Market, it will then include in such application all of the Shares, and will take such other action as
is necessary to cause all of the Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company
will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will
comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the
Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository
Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the
Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.
22
4.11 Certain
Transactions and Confidentiality. The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any
understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the
period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are
first publicly announced pursuant to the initial press release as described in Section 4.4. The Purchaser covenants that until
such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release
as described in Section 4.4, the Purchaser will maintain the confidentiality of the existence and terms of this transaction (other
than as disclosed to its legal and other representatives). Notwithstanding the foregoing, and notwithstanding anything contained
in this Agreement to the contrary (except for Section 4.12 hereof), the Company expressly acknowledges and agrees that (i) the
Purchaser does not make any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities
of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial
press release as described in Section 4.4, (ii) the Purchaser shall not be restricted or prohibited from effecting any transactions
in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated
by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) the
Purchaser shall not have any duty of confidentiality or duty not to trade in the securities of the Company to the Company, any of its
Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agent, after the issuance of the initial press
release as described in Section 4.4. Notwithstanding the foregoing, in the case of the Purchaser being a multi-managed investment
vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s assets and the portfolio managers have
no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Purchaser’s assets,
the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment
decision to purchase the Shares covered by this Agreement.
4.12 Lock-Up.
From the date of this Agreement until May 4, 2026 (the “Lock-Up Period”), the Purchaser shall not, without the
prior written consent of the Board of Directors, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell,
or otherwise dispose of, or announce the intention to otherwise dispose of, any Common Stock (including, without limitation, Common Stock
which may be deemed to be beneficially owned by the Purchaser in accordance with the rules and regulations promulgated under the
Securities Act) or securities convertible into or exercisable or exchangeable for Common Stock (collectively, the “Lock-Up Securities”);
(ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership
of any Lock-Up Securities, whether now owned or hereafter acquired by the Purchaser or with respect to which the Purchaser has or hereafter
acquires the power of disposition, or (ii) engage in any Short Sales of any Lock-Up Securities.
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4.13 Short
Sales and Hedging Transactions. The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any
understanding with it will execute any Short Sales of, or hedging transactions involving, any of the Company’s securities during
the period commencing with the execution of this Agreement and ending on the 18-month anniversary of the Closing Date.
4.14 Put
Option. In consideration of and subject to the Purchaser’s payment of the Subscription Amount, the Company hereby grants to
the Purchaser the put option as set out in the Put Option Agreement.
Article V.
MISCELLANEOUS
5.1 Termination.
This Agreement may be terminated by the Purchaser, as to the Purchaser’s obligations hereunder only, by written notice to the Company,
if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided,
however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).
5.2 Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without
limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered
by the Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchaser.
5.3 Entire
Agreement. The Transaction Documents, together with the exhibits, annexes and schedules thereto, the Prospectus and the Prospectus
Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such
documents, exhibits, annexes and schedules.
5.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via
email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered
via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date
of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached
hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information
regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current
Report on Form 8-K.
24
5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and the Purchaser. No waiver of any default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right. Any amendment effected in accordance with this Section 5.5 shall be binding upon the Purchaser
and holder of Shares and the Company.
5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.
5.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other
than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Person to whom the Purchaser assigns or
transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions
of the Transaction Documents that apply to the “Purchaser.”
5.8 No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in
Section 4.8 and this Section 5.8.
5.9 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action
or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8,
the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.
25
5.10 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.
5.11 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery (including any electronic
signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act
or other applicable law, e.g., www.docusign.com) or other transmission method, such signature shall be deemed to have been duly and validly
delivered and shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such “.pdf” or other electronic or digital signature page were an original thereof.
5.12 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.13 Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of
the other Transaction Documents, whenever the Purchaser exercises a right, election, demand or option under a Transaction Document and
the Company does not timely perform its related obligations within the periods therein provided, then the Purchaser may rescind or withdraw,
in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part
without prejudice to its future actions and rights.
5.14 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and
the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not
be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby
agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would
be adequate.
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5.15 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be
taken or such right may be exercised on the next succeeding Business Day.
5.16 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference
to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
5.17 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature Pages Follow)
27
IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.
SOLANA COMPANY
Address for Notice:
By:
E-Mail:
Name:
Title:
With a copy to (which shall not constitute notice):
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
[PURCHASER SIGNATURE PAGE TO SECURITIES PURCHASE
AGREEMENT]
IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.
Name of Purchaser: ______________________________
Signature of
Authorized Signatory of Purchaser:
Name of Authorized Signatory: ______________________________
Title of Authorized Signatory: ______________________________
Email Address of Authorized Signatory: ______________________________
Address for Notice to Purchaser:
Subscription Amount: US$______________________________
Shares: ______________________
EIN Number:
Exhibit A
Put Option Agreement
[See attached.]
EX-4.2 — EXHIBIT 4.2
EX-4.2
Filename: tm2612791d1_ex4-2.htm · Sequence: 3
Exhibit 4.2
THE PUT OPTION HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THE PUT OPTION MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
solana
company
Put
Option Agreement
This Put Option Agreement
(this “Agreement”), is entered into as of __________, 2026 (the “Effective Date”), by and between
Solana Company, a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto
(“Purchaser”). The Company and Purchaser are herein referred to individually as a “Party” and collectively,
as the “Parties”.
WHEREAS, the Purchaser acquired
___________ shares of the Class A common stock of the Company (the "Covered Shares”) pursuant to that certain Securities
Purchase Agreement between Purchaser and the Company, dated as of ____________, 2026 (the “Purchase Agreement”); and
WHEREAS, the Parties desire
to provide Purchaser the right to cause the Company to purchase all or a portion of the Covered Shares in accordance with and subject
to the terms of this Agreement.
NOW, THEREFORE, in consideration
of the mutual promises and covenants contained in this Agreement, the Parties hereto agree as follows:
1. Grant
of Put Option.
(a) Right
to Sell. In connection with a Qualifying Event (as defined below), Purchaser shall have the right, but not an obligation, to cause
the Company to purchase from Purchaser all or a portion of the Covered Shares (such right, the “Put Option”) at a price
per share equal to (x) the Per Share Purchase Price (as defined in the Purchase Agreement); plus (y) an amount that would
result in an IRR of 7.0% per annum on the Per Share Purchase Price as of the date of the applicable Qualifying Event (the “Per
Share Put Option Price”).
(b) For
purposes of this Agreement:
(i) “GAAP”
means the generally accepted accounting principles in the United States of America, as in effect from time to time.
-1-
(ii) “IRR”
means, with respect to a Covered Share, as of any date of determination, the total internal rate of return on the amount invested by Purchaser
in such Covered Share, after taking in account all distributions made to or returns on investment received by the Purchaser in relation
to such Covered Share (including any dividends), calculated using the XIRR function of Microsoft Office Excel.
(iii) “Net
Debt” means, as of any date, Total Debt; minus all current assets of the Company and its subsidiaries, determined on
a consolidated basis in accordance with GAAP (which, for the avoidance of doubt, shall include without limitations, cash, cash equivalents
and digital assets).
(iv) “Net
Debt to Total Capitalization Condition” means the condition for the Net Debt to Total Capitalization ratio (expressed as a percentage)
to not exceed 30%, as tested at the time of the Company’s earnings release for each fiscal quarter during the one-year period starting
on the Effective Date.
(v) “Qualifying
Event” means each of (A) the 12-month anniversary of the “Closing Date” as defined in the Purchase Agreement
(the “Purchase Date”), (B) the 18-month anniversary of the Purchase Date (each of (A) and (B), a “Time
Qualifying Event”), (C) a failure of the Net Debt to Total Capitalization Condition (a “Financial Qualifying Event”),
and (D) a trading suspension event, being any suspension or halt of trading in the Common Stock (as defined in the Purchase Agreement)
on the Trading Market (as defined in the Purchase Agreement) for a period exceeding twenty (20) consecutive Trading Days (as defined in
the Purchase Agreement), or the issuance of a delisting notice by the Trading Market (each a “Trading Suspension Qualifying Event”).
(vi) “Stockholders’
Equity” means as of any date, the total stockholders’ equity of the Company and its subsidiaries, determined on a consolidated
basis in accordance with GAAP, consistently applied.
(vii) “Total
Capitalization” means, as of any date, determined on a consolidated basis, the sum of (A) Total Debt and (B) Stockholders’
Equity.
(viii) “Total
Debt” means, as of any date, determined on a consolidated basis for the Company and its subsidiaries, the sum (without duplication)
of (A) any obligation for borrowed money, including indebtedness convertible into capital stock of the Company; (B) any obligation
evidenced by a bond, indenture, note or other similar instrument; (C) any obligation to pay the deferred purchase price of property
or services (excluding trade payables and accrued expenses incurred in the ordinary course of business); and (D) a lease, which has
been or should be capitalized on the books of the subject lessee in accordance with GAAP.
(c) The
Company shall promptly provide the Purchaser with written notice (the “Financial Qualifying Event Notice”) within one
(1) Business Day (as defined in the Purchase Agreement) of the public release of quarterly or annual financial results in which a
failure of the Net Debt to Total Capitalization Condition has occurred.
-2-
(d) Exercise
of Put Option.
(i) If
Purchaser desires to sell any Covered Shares pursuant to this Section 1, Purchaser may exercise the Put Option by serving
written notice to the Company of Purchaser’s desire to exercise the Put Option (an “Exercise Notice”) (A) in
the case of a Time Qualifying Event, no later than the thirtieth (30th) day prior to the applicable Time Qualifying Event or
(B) in the case of a Financial Qualifying Event, (x) no later than the fifteenth (15th) Business Day following the
Company’s delivery of the Financial Qualifying Event Notice; or (y) if the Company fails to deliver a Financial Qualifying
Event Notice within the time period as set forth in Section 1(c) (“Notice Failure”), no later than
the fifteenth (15th) Business Day following the date on which the Purchaser becomes aware of such failure (whether through the Company’s
public filings, press releases, SEC reports, or otherwise) or (C) in the case of a Trading Suspension Qualifying Event, no later
than the thirtieth (30th) Business Day following the occurrence of such Trading Suspension Qualifying Event (each of (A), (B) and
(C), an “Exercise Deadline”). For the avoidance of doubt, the Purchaser's right to exercise the Put Option pursuant
to Section 1(d)(i)(B)(y) shall not be prejudiced by any delay or failure by the Company to deliver the Financial Qualifying
Event Notice, and the Company shall not be entitled to rely on its own failure to deliver such notice as a defence to the Purchaser's
exercise of the Put Option. The Exercise Notice shall specify the number of Covered Shares that Purchaser intends to sell to the Company
in connection with the relevant Qualifying Event (such Covered Shares, the “Put Shares”). Purchaser’s exercise
of the Put Option will be irrevocable.
(ii) By
exercising the Put Option, Purchaser represents and warrants to the Company that Purchaser (x) has full right, title and interest
in and to the Put Shares other than any obligations arising as a result of or under the terms of this Agreement or otherwise imposed
by state and federal securities laws, (y) purchased the Put Shares under the Purchase Agreement and (z) has continuously held
the Put Shares since the Purchase Date.
(iii) The
closing of any sale of Put Shares pursuant to this Section 1 (the “Closing”) shall take place (A) in
the case of a Time Qualifying Event, on the date of the relevant Time Qualifying Event, (B) in the case of a Financial Qualifying
Event, as soon as practicable, but no later than thirtieth (30th) day after date of the relevant Exercise Notice or (C) in
the case of a Trading Suspension Qualifying Event, as soon as practicable, but no later than thirtieth (30th) day after the
date of the relevant Exercise Notice (in each case of (A),(B) and (C), the “Closing Date”), provided that for
(C), (x) if the Company is legally prohibited from repurchasing the Put Shares under applicable securities laws as of the date of
the relevant Exercise Notice, the Closing shall be postponed to the first Trading Day on which such prohibition is lifted, provided that
the Company shall promptly notify the Purchaser of any such prohibition and its expected duration; (y) the Aggregate Put Option Price
shall continue to accrue at the IRR rate specified herein from the date of the relevant Exercise Notice until the actual date of payment;
and (z) if the Closing has not occurred by the Closing Date (as may be extended pursuant to (x) above), the Purchaser shall
have the right, at its sole discretion, to either (aa) rescind the Exercise Notice without prejudice to its right to re-exercise the Put
Option at any time thereafter; or (bb) pursue all available legal remedies against the Company for failure to consummate the Closing.
(iv) Purchaser
shall have no right to exercise the Put Option in connection with a Qualifying Event following the Exercise Deadline in respect of such
Qualifying Event.
-3-
(e) Consummation
of Sale. On the Closing Date, the Company will pay the aggregate Per Share Put Option Price for the Put Shares (the “Aggregate
Put Option Price”) by wire transfer of immediately available funds to an account designated in writing by Purchaser, subject
to any required withholding. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the Parties acknowledge
and agree that, upon delivery of the Aggregate Put Option Price to Purchaser, the Company will become the legal and beneficial owner
of the Put Shares, with all right, title and interest in and to the Put Shares.
(f) Cooperation.
The Company and Purchaser shall each take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 1,
including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary
or appropriate.
(g) Closing.
At the Closing, Purchaser shall deliver to the Company any certificate or certificates representing the Put Shares, accompanied by stock
powers and all necessary ancillary documents as reasonably requested by the Company.
2. Designation
of Covered Shares; Non-Transferability of Put Option.
(a) Upon
issuance of the Covered Shares under the Purchase Agreement, the Covered Shares shall be specifically identified and designated on the
books and records of the Company and its transfer agent as subject to the Put Option. The Company shall maintain (or cause its transfer
agent to maintain) records sufficient to identify the Covered Shares at all times, including through the use of separate CUSIP(s), legends
or other administrative identifiers.
(b) The
Put Option shall attach solely to the Covered Shares and to no other securities. Without prejudice to the generality of the foregoing,
the Purchaser may exercise the Put Option only with respect to the Covered Shares that (i) were originally issued to the Purchaser
pursuant to the Purchase Agreement and (ii) are continuously held by the Purchaser from the Purchase Date through the applicable
Qualifying Event. For the avoidance of doubt, any securities of the Company acquired by Purchaser in the open market or otherwise prior
to or after the Purchase Date shall not be eligible for exercise of the Put Option.
(c) The
Put Option shall not be transferable. Any Covered Shares sold, assigned or otherwise transferred by Purchaser shall immediately and irrevocably
cease to be eligible to be subject to the Put Option.
3. Miscellaneous.
(a) Amendment.
This Agreement may be amended or modified only by a written instrument executed by each of the Company and Purchaser.
(b) Termination.
The Put Option and the Company’s obligations pursuant to Section 1 of this Agreement shall terminate on the earliest to occur
of (a) following the last Time Qualifying Event, immediately following (x) the Exercise Deadline in the event Purchaser has
not delivered an Exercise Notice as of the Exercise Deadline or (y) the Closing in the event Purchaser has delivered an Exercise
Notice, and (b) the date upon which Purchaser no longer holds any Covered Shares.
-4-
(c) Notices.
All notices and other communications required or permitted to be given pursuant to this Agreement (each, a “Notice”)
shall be in writing and shall be deemed effectively given upon the earlier of: (i) actual receipt by the receiving party; (ii) personal
delivery to the receiving party; (iii) when sent, if sent by electronic mail or facsimile during normal business hours of the receiving
party, and if not sent during normal business hours, then on the receiving party’s next Business Day; (iv) five (5) Business
Days after having been sent to the receiving party by registered or certified mail, return-receipt requested, postage prepaid if
the sender on the same day sends a confirming copy via electronic mail; or (v) one (1) Business Day after deposit with
a nationally recognized overnight courier for delivery to the receiving party, specifying next-day delivery, if
the sender on the same day sends a confirming copy via electronic mail, with written verification of receipt. All Notices shall
be sent to the receiving party at its address, or email address set forth on the signature page to this Agreement or at such other
address or email address as such party may designate in a Notice to the other parties given in accordance with this section.
(d) Governing
Law. The governing law, dispute resolution and waiver of jury trial provisions set forth in Sections 5.9 and 5.17 of the Purchase
Agreement shall apply to this Agreement mutatis mutandis.
(e) Entire
Agreement. This Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement and thereto, constitutes
the sole and entire agreement of the parties hereto with respect to the subject matter contained herein, and supersedes all prior and
contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
(f) Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Notwithstanding the foregoing, Purchaser may not transfer or assign its rights under this Agreement without the
prior written consent of the Company.
(g) No
Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
(h) Further
Assurances. At any time or from time to time after the Effective Date, the Parties agree to cooperate with each other, and at the
request of any other party, to execute and deliver any further instruments or documents and to take all such further action as any other
party may reasonably request in order to carry out the intent of the parties hereunder, consummate the transactions contemplated under
this Agreement, and obtain any governmental approvals required in connection therewith.
(i) Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision
in good faith. If the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then: (i) such provision
will be excluded from this Agreement; (ii) the balance of the Agreement will be interpreted as if such provision were so excluded;
and (iii) the balance of the Agreement will be enforceable in accordance with its terms.
-5-
(j) Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act or other applicable law) or other
transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes.
[Remainder of page intentionally left blank.]
-6-
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the Effective Date.
COMPANY:
SOLANA COMPANY,
a Delaware corporation
By:
Name:
Title:
Address for Notices:
[Signature page to Put
Option Agreement]
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the Effective Date.
PURCHASER:
[INSERT PURCHASER NAME]
Name:
Title:
Address for Notices:
[Signature page to Put Option Agreement]
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2612791d1_ex5-1.htm · Sequence: 4
Exhibit 5.1
Jason Kent
+1 212 479 6044
jkent@cooley.com
April 27, 2026
Solana Company
642 Newtown Yardley Road Suite 100
Newtown, Pennsylvania 18940
Ladies and Gentlemen:
We have acted as counsel to Solana Company, a
Delaware corporation (the “Company”), in connection with the sale by the Company of 3,076,922 shares (the “Shares”)
of its Class A common stock, par value $0.001 per share (the “Class A Common Stock”), pursuant to the Registration
Statement on Form S-3 (File No. 333-290429) (the “Registration Statement”) filed by the Company with the
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), the prospectus included in the Registration Statement (the “Base Prospectus”), and the
related prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act (together with the Base Prospectus,
the “Prospectus”).
In connection with this opinion, we have examined
and relied upon the Registration Statement, the Prospectus, the Company’s certificate of incorporation and bylaws, each as currently
in effect, and such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity
of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the
Company. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified
such matters.
Our opinion is expressed solely with respect to
the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject
matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, in reliance thereon
and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that the Shares, when
sold and issued against payment therefor in accordance with the Registration Statement and the Prospectus, will be validly issued, fully
paid and nonassessable.
This opinion is limited to the matters expressly
set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This
opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update
or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may
hereafter occur.
We consent to the reference to our firm under
the heading “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Company’s Current
Report on Form 8-K filed with the Commission for incorporation by reference into the Registration Statement. In giving such consents,
we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
Cooley
LLP
By:
/s/Jason L. Kent
Jason L. Kent
Cooley LLP 55 Hudson Yards New York, NY 10001-2157
t: (212) 479-6000 f: (212) 479-6275 cooley.com
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2612791d1_ex99-1.htm · Sequence: 5
Exhibit 99.1
FOR IMMEDIATE RELEASE
SOLANA COMPANY - HSDT
Solana Company (NASDAQ: HSDT) Announces Registered Direct Offering of Common Stock to Global Institutional Investor
Newtown, PA, April 27, 2026 – Solana
Company (NASDAQ: HSDT) (“HSDT” or the “Company”), a publicly listed company that has expanded its business to
include a digital asset treasury dedicated to acquiring and holding Solana tokens (“SOL”), today announced that it has entered
into a definitive agreement providing for the purchase and sale of an aggregate of 3,076,922 shares of Class A common stock at a purchase
price of $2.60 per share.
In addition, the Company entered into a put option
agreement with the purchasers, pursuant to which the Company grants the purchasers the right, upon the occurrence of specified future
events, to require the Company to repurchase all or a portion of the shares of Class A common stock it purchased in the registered direct
offering at a price per share equal to the purchase price plus an amount that would result in an internal rate of return of 7.0% per annum.
The offering was led by global institutional investor
Mirae Asset with participation by Hashkey Capital. The aggregate proceeds to the Company from the offering are expected to be approximately $8 million. The aggregate net proceeds to the
Company from the offering are expected to be approximately $7.9 million. The Company intends to use the net proceeds from the offering for accumulating SOL, working capital and general corporate
purposes, business expansion and other strategic initiatives.
The Class A common stock being offered in the
registered direct offering described above are being offered and sold by the Company in a registered direct offering pursuant to a “shelf”
registration statement on Form S-3 (File No. 333-290429), as amended, that became effective on April 8, 2026. The offering of the securities
in the registered direct offering is being made only by means of a base prospectus and prospectus supplement that forms a part of the
effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to the registered direct
offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus
supplement and the accompanying base prospectus, when available, may also be obtained, when available, from the Company at 642 Newtown
Yardley Road, Suite 100, Newtown, Pennsylvania, by phone at (215) 944-6100 or e-mail at ir@solanacompany.co.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in
any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
About Solana Company
Solana Company (NASDAQ: HSDT) is a listed digital
asset treasury dedicated to acquiring SOL, created in partnership with Pantera and Summer Capital. Focused on maximizing SOL per share
by leveraging capital markets opportunities and on-chain activity, Solana Company offers public market investors optimal exposure to Solana’s
secular growth. https://www.solanacompany.co/
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements” within the meaning of the U.S. federal securities laws. In some cases, you can identify forward-looking
statements by terminology such as “may”, “will”, “should”, “expect”, “plan”,
“intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”
or “continue”, the negative of such terms or other comparable terminology. There can be no assurance that such statements
will prove to be accurate and actual results and future events could differ materially from those expressed or implied by such statements.
Forward-looking statements may include, among others, statements relating to the consummation of the offering and the satisfaction of
customary closing conditions related to the offering; and the expected gross proceeds and anticipated closing date of the offering and
the use of proceeds therefrom.
These forward-looking statements are based on
current expectations, estimates, assumptions, and projections, and involve known and unknown risks, uncertainties, and other factors-many
of which are beyond the Company’s control-that may cause actual results, performance, or achievements to differ materially from
those expressed or implied by such statements. Important factors that may affect actual results include, among others, capital requirements
to achieve the Company’s business objectives; expected benefits and implementation of the Company’s digital asset treasury
strategy, expected staking, yield and broader opportunities across the Solana ecosystem; the Company’s expected token treasury growth,
the impact on the Company of global macroeconomic conditions including effects from supply chain constraints, including risks related
to manufacturing delays, logistics challenges, labor shortages, disruptions in the banking system and financial markets; high levels of
inflation and high interest rates on the Company’s ability to operate its business and access capital markets; the success of the
Company’s business plan; the Company’s operating costs and use of cash; the Company’s ability to achieve significant
revenues; and other risks and uncertainties described under “Risk Factors” in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2025, and in other subsequent filings with the Securities and Exchange Commission. These filings are available
at www.sec.gov. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law.
Media Contacts:
Solana Company
ir@solanacompany.co
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Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration