Solana Company

Item 7.01 - Regulation FD Disclosure On September 30, 2026, Solana Company (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 September 30, 2026, the Company entered into securities purchase agreements (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”), an aggregate of 4,369,356 shares (the “Shares”) of the Company’s Class A common stock, $0.001 par value per share at a purchase price of $3.433 per share and (ii) warrants to purchase up to an aggregate of 4,369,356 shares of Common Stock at an exercise price of $3.776 per share (the “Common Warrants”). The gross proceeds to the Company from the Registered Direct Offering are expected to be approximately $15 million, before deducting placement agent’s fees and other offering expenses. The net proceeds to the Company from the Registered Direct Offering are expected to be approximately $14.3 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 Registered Direct Offering is expected to close on or about October 1, 2026, subject to satisfaction of customary closing conditions. 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. Terms of the Common Warrants Each Common Warrant is exercisable for one share of Common Stock at an exercise price of $3.776 per share. The Common Warrants will be exercisable upon issuance, and will expire 5.5 years following the date of issuance. The exercise price and the number of shares issuable upon exercise of the Common Warrants are subject to customary adjustments in the case of stock dividends, stock splits, pro rata distributions, and similar events in respect of the Common Stock. A holder (together with its affiliates) of a Common Warrant will not be entitled to exercise any portion of such Common Warrant that, upon giving effect to such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or, upon election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately prior to or after giving effect to the exercise, subject to such holder’s rights under the Common Warrants to increase or decrease such percentage to another percentage not in excess of 9.99% upon at least 61 days’ prior notice to the Company. Placement Agency Agreement The Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Clear Street (the “Placement Agent”) to act as exclusive placement agent in connection with this offering on a reasonable best efforts basis. The Placement Agent is not purchasing the securities offered by the Company in this offering and is not required to arrange the purchase or sale of any specific number or dollar amount of securities. Pursuant to the Placement Agency Agreement, the Placement Agent will be entitled to a cash fee of 4.0% of the aggregate gross proceeds raised in the Registered Direct Offering and reimbursement of certain expenses incurred by the Placement Agent in connection with the Registered Direct Offering. The foregoing descriptions of the terms and conditions of the RDO Purchase Agreements, the Common Warrants and the Placement Agency Agreement, do not purport to be complete and are each qualified in its entirety by the full text of the form of such documents attached as Exhibits 10.1, 4.1 and 10.2, respectively, to this Current Report on Form 8-K, and incorporated herein by reference. 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.