UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Change in Company Name
On September 25, 2025, the Board of Directors (the “Board”) of Helius Medical Technologies, Inc. (the “Company”) approved an amendment to the Company’s Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on July 18, 2018 (the “Certificate of Incorporation”), to change the Company’s name to Solana Company (the “Name Change”). On September 26, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Incorporation, which will effect the Name Change at 8:00 a.m. Eastern Time on September 29, 2025. Pursuant to Section 242(d)(1) of the General Corporation Law of the State of Delaware (the “DGCL”), the Name Change did not require approval of the Company’s stockholders and will not affect the rights of the Company’s security holders. A copy of the Certificate of Amendment is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Additionally, the Board approved an amendment to the Company’s Second Amended and Restated Bylaws solely to reflect the Name Change (the “Third Amended and Restated Bylaws”). The Third Amended and Restated Bylaws will become effective immediately after the Name Change on September 29, 2025. In accordance with the DGCL and the provisions of the Company’s organizational documents, the Board approved the Third Amended and Restated Bylaws, and stockholder approval was not required for such amendment. A copy of the Third Amended and Restated Bylaws is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01. Other Events.
Press Release
On September 29, 2025, the Company issued a press release (the “Press Release”) to announce the Name Change, as well as the Company’s entry into a non-binding letter of intent with the Solana Foundation (the “Foundation”) which sets forth the principal terms of HSDT’s commitment to SOL, the Company’s future partnership with the Foundation and certain purchase option rights granted to the Company.
A copy of the Press Release is included as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibits |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HELIUS MEDICAL TECHNOLOGIES, INC. | ||
| Dated: September 29, 2025 | By: | /s/ Jeffrey S. Mathiesen |
| Jeffrey S. Mathiesen | ||
Chief Financial Officer, Treasurer and Secretary | ||
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