10-K 0001104659-26-037194 (2026-03-31) vs 10-K 0001558370-25-003619 (2025-03-25)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 26,671 |
39.4% |
| MD&A | Item 7 | 4,394 |
71.8% |
| Legal Proceedings | Item 3 | 104 |
not compared |
| Accounting Policies | 10-K text (note not found) | 0 |
not compared |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 197 words changed in this paragraph; it is 33% similar to last year's version.
Generally, global macroeconomic conditions remain uncertain, largely due to the effects of geopolitical conflicts in the Ukraine and in the Middle East, disruptions in the banking system and financial markets, increased high inflation, sustained high interest rates rates, and unpredictable trade policies, including tariffs, U.S. tariffs imposed or threatened to be imposed, any retaliatory actions taken by other countries, and uncertainties regarding the ability to obtain refunds for previously paid tariffs that have subsequently been invalidated, customs regulations and other trade restrictions. The general economic Trade disputes, trade restrictions, tariffs and capital market conditions, both in other geopolitical tensions between the U.S. and worldwide, have been volatile other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns, which may also negatively impact customer demand for our products or services, delay purchases or renewals, limit expansion opportunities with customers, limit our access to capital, or otherwise negatively impact our business and operations. Ongoing tariff, trade restrictions and macroeconomic uncertainty has and may continue to contribute to volatility in the past and at times have adversely affected the Company’s access to capital and increased the cost price of capital. The capital and credit markets may not be available to support future capital raising activity on favorable terms. If economic conditions decline, the Company’s future cost of equity or debt capital and access to the capital markets could be adversely affected. our Class A common stock.
Source: Item 1A, 10-K 0001104659-26-037194 vs Item 1A, 10-K 0001558370-25-003619
MD&A 138 words changed in this paragraph; it is 35% similar to last year's version.
As discussed in more detail in Note 8 to our consolidated financial statements, the Company On September 15, 2025, we entered into a sales agreement related Sales Agreement (the “2025 Sales Agreement”) with Clear Street LLC (“Clear Street”) and Maxim Group LLC (“Maxim”), as co-sales agents, pursuant to our at-the-market offering program (“ATM”) under which we may offer and sell shares of our Class A common stock from time to time having gross proceeds an aggregate offering price of up to $2.0 million. $92.8 million (the “2025 ATM”). During the year ended December 31, 2024, the Company 2025, we issued and sold shares 1,347,916 shares with gross net proceeds of $1.3 $24.2 million under the 2025 ATM. In addition, the Company received gross proceeds of $0.2 million from the issuance of shares upon the exercise of warrants for the year ended December 31, 2024. On January 21, 2025, the Company entered into warrant exercise inducement offer letters and new warrant issuance which generated $3.4 million in net proceeds as discussed in more detail in Note 15 to our consolidated financial statements.
Source: Item 7, 10-K 0001104659-26-037194 vs Item 7, 10-K 0001558370-25-003619
Every change, by type
Sentences and paragraphs of HSDT's Risk Factors and MD&A, 10-K 2026-03-31 against 10-K 2025-03-25.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Solana is a highly volatile asset that has traded below $100 per Solana and above $240 per Solana on the Coinbase exchange (a major U.S.-based crypto exchange) in the 12 months preceding the date of this Annual Report on Form 10-K. The trading price of Solana significantly decreased during prior periods, and such declines may occur again in the future.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedRisk Factors
Solana does not pay interest or other returns and we can only generate cash from our Solana holdings if we sell our Solana or implement strategies to create income streams or otherwise generate cash by using our Solana holdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our Solana holdings, and any such strategies may subject us to additional risks.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedRisk Factors
Our Solana holdings may significantly impact our financial results and the market price of our Class A common stock.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedRisk Factors
Our Solana holdings may significantly affect our financial results and if we increase our overall holdings of Solana in the future, may have an even greater impact on our financial results and the market price of our Class A common stock.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedRisk Factors
The vast majority of our assets are concentrated in our Solana holdings. The concentration of our assets in Solana may limit our ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio of treasury assets.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedRisk Factors
We intend to purchase Solana using primarily proceeds from equity and debt financing.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedRisk Factors
Our ability to achieve the objectives of our treasury strategy depends in significant part on our ability to obtain equity and debt financing. If we are unable to obtain equity or debt financing on favorable terms or at all, we may not be able to successfully execute on our treasury strategy.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedRisk Factors
Our treasury strategy has not been tested over an extended period of time or under different market conditions.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedRisk Factors
We implemented our Solana treasury strategy following the closing of our private placement in September 2025. We intend to continually examine the risks and rewards of our strategy to acquire and hold Solana. This strategy has not been tested over an extended period of time or under different market conditions. If Solana prices were to decrease or our Solana strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our common stock would be materially adversely impacted.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedRisk Factors
We are subject to counterparty risks, including risks relating to exchanges where we may purchase Solana and our custodians where we hold our Solana.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedRisk Factors
Although we have implemented various measures that are designed to mitigate our counterparty risks, including purchasing Solana through reputable U.S.-based third-party and other well-known exchanges with industry standard policies and procedures and by storing substantially all of the Solana we own in custody accounts at U.S.-based, institutional-grade custodians and we having negotiated contractual arrangements intended to establish that our property interest in custodially-held Solana is not subject to claims of our custodians’ creditors, applicable insolvency law is not
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedRisk Factors
fully developed with respect to the holding of digital assets in custodial accounts. If our custodially-held Solana were nevertheless considered to be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership rights with respect to such Solana, or delaying or hindering our access to our Solana holdings, and this may ultimately result in the loss of the value related to some or all of such Solana, which could have a material adverse effect on our financial condition as well as the market price of our listed securities.
Read it in 10-K 2026-03-31 at sec.gov ↗
RemovedRisk Factors
We have incurred substantial net losses since our inception and anticipate that we will continue to incur substantial net losses for the foreseeable future. We may never achieve or sustain profitability.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedRisk Factors
We have incurred substantial net losses since our inception. For the years ended December 31, 2024 and 2023, we incurred a net loss of $11.7 million and $8.9 million, respectively, and used cash in operating activities of $11.1 million and $10.4 million, respectively. We have an accumulated deficit of $171.7 million as of December 31, 2024. Our losses have resulted primarily from costs incurred in connection with our design, manufacturing and development activities, research and development activities, building our commercial infrastructure, stock-based compensation, legal, advertising, marketing and investor relations, and general and administrative expenses associated with our operations. Although we have received a medical device license from Health Canada to market the PoNS device in Canada, marketing authorization from the FDA for the sale of our PoNS device in the U.S. and market authorization from the TGA in Australia, we expect to continue to incur substantial losses for the foreseeable future as we continue to expand our commercialization efforts.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedRisk Factors
We will require additional financing to carry out our plan of operations and if we are unable to obtain such financing, our business may fail.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedRisk Factors
During the year ended December 31, 2024, we generated approximately $0.5 million in revenue from the commercial sales of products in the United States and Canada. Because we have generated limited revenues from commercialization, our operations to date have been principally financed through public and private offerings of our common stocks, warrants and convertible debt and exercises of options and warrants. There are a number of conditions that we must satisfy before we will be able to generate sufficient revenue to fund our operations, including but not limited to the recruitment of patients for treatment, and demonstration of effectiveness sufficient to generate commercial orders by customers for our product.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedRisk Factors
These factors raise substantial doubt about our ability to continue as a going concern through at least 12 months from the date of this Form 10-K. We had $1.1 million of cash as of December 31, 2024, and we do not currently have sufficient resources to accomplish all of the above conditions necessary for us to generate sufficient revenues to achieve profitability, and we will require additional financing to fund our operations beyond the second quarter of 2025. There is no guarantee that such funding will be available at all or in sufficient amounts to satisfy our required expenditures.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedRisk Factors
If we are unable to obtain additional financing as needed, we may be forced to reduce the scope of our operations and planned capital expenditures or sell certain assets, including intellectual property, and we may be forced to cease or wind down operations, seek protection under the provisions of the U.S. Bankruptcy Code, or liquidate and dissolve our company, which would have a material adverse effect on the value of our common stock.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedRisk Factors
Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements. We may be unable to continue to operate without the threat of liquidation for the foreseeable future.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedRisk Factors
In connection with our management’s assessment, our report from our independent registered public accounting firm for the year ended December 31, 2024 includes an explanatory paragraph stating that our recurring losses from operations and net capital deficiency raise substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient funding, our business, prospects, financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern. Future reports from our independent registered public accounting firm may also contain statements expressing substantial doubt about our ability to continue as a going concern. We believe our existing capital resources will be sufficient to fund our operations into the second quarter of 2025. We also expect our expenses to increase as we continue to conduct trials of PoNS Therapy® and as we pursue further regulatory approvals, and maintain, expand and protect our intellectual property portfolio. There can be no assurance that we will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to us. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our consolidated financial statements, and investors will likely lose all or a part of their investment. If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms or at all.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedRisk Factors
fails to become more integrated in neurological therapy, it could have a materially adverse effect on our business and financial position.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedRisk Factors
We rely, and will continue to rely, on third-party research institutions, collaborators and consultants. Such third-party research institutions, collaborators and consultants may determine to cease providing services to us at any time, which would delay our product development and commercialization efforts.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedRisk Factors
product to meet market demand or lead to significant delays in the availability of materials for our product and/or FDA enforcement actions against them and/or us.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedRisk Factors
decisions by government programs or private payers underscore the uncertainty that our products face in the market and could have a material adverse effect on our business.
Read it in 10-K 2025-03-25 at sec.gov ↗
RewordedRisk Factors
Additional risks and uncertainties not currently known to us or which that we consider currently deem to be immaterial based on information currently available to us also may also materially and adversely affect us. our business, financial condition and/or operating results.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
In addition, our manufacturers have experienced and could continue to experience difficulties in securing long-lead time components, achieving volume production, quality control and quality assurance or suffer shortages of qualified personnel, or fail to follow and remain in compliance with the FDA-mandated Quality System Regulations, or QSR, compliance which is required for all medical devices, or fail to document their compliance to the QSR, any of which could result in their inability to manufacture sufficient quantities of our commercially available product to meet market demand or lead to significant delays in the availability of materials for our product and/or FDA enforcement actions against them and/or us.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
The process of obtaining regulatory authorizations or approvals, including completion of the de novo classification process, to market a medical device can be costly and time consuming, and we may not be able to successfully obtain pre-market reviews on a timely basis, if at all.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
The costs of such development efforts and regulatory clearance, certification or other marketing authorization could be substantial and would likely require additional funding, and each such indication would be subject to the same foregoing risks and uncertainties for FDA clearance/authorization.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
In Europe, we are developing the PoNS device for use in the neuromodulation market, but we cannot begin marketing and selling the device in Europe until we obtain applicable CE certificate of conformity from a notified body in the EU after successful completion of a conformity assessment procedure.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
On August 9, 2024, we received a Notification Letter from the Listing Qualifications Staff (the “Staff”) of Nasdaq notifying us that because the closing bid price of our Class A common stock was below $1.00 per share for the prior 30 consecutive business days, we are were not in compliance with the minimum bid price requirement for continued listing on The the Nasdaq Capital Market, as set forth in under Nasdaq Marketplace Listing Rule 5550(a)(2) 5505(a)(1) (the “Minimum Bid Price Requirement”).
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
For example, in October 2019, we were the victim of a business email compromise fraud which resulted in our incurring a loss of approximately $0.1 million. fraud.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
Additionally, over the last several years, the U.S. government has shut down multiple times and certain regulatory agencies, such as the FDA, have had to furlough critical FDA and other government employees and stop critical activities.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
Until we can generate significant revenue from our Solana holdings and product sales, if ever, we expect to finance our operations through the sale of equity, debt financings, or other capital sources, including potential collaborations with other companies or other strategic
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
If our Class A common stock is delisted by Nasdaq, the price of our Class A common stock may decline and our Class A common stock may be eligible to be quoted on the OTC Bulletin Board, another over-the-counter quotation system, or on the pink sheets, which would negatively affect the liquidity of our Class A common stock and an investor may find it more difficult to dispose of their Class A common stock or obtain accurate quotations as to the market value of our Class A common stock.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
If a cybersecurity incident results in the exposure or unauthorized disclosure of personal information, we could incur additional costs associated with data breach notification and remediation expenses, investigation costs, regulatory penalties and fines, and legal proceedings.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
Factors unrelated to our performance that may affect the price of our Class A common stock include the following: the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow us, a reduction in trading volume and general market interest in our Class A common stock may affect an investor’s ability to trade significant numbers of shares of our Class A common stock; the size of our public float may limit the ability of some institutions to invest in our Class A common stock.
Read it in 10-K 2026-03-31 at sec.gov ↗
Quiet changesRisk Factors
The new rule comes went into effect in February if 2026.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
We are a listed digital asset treasury (“DAT”) dedicated to acquiring and holding Solana tokens (“SOL”). Our DAT objective is to maximize SOL per share through strategic use of capital markets and onchain opportunities, offering public market investors direct exposure to Solana.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
Strategic digital asset reserves like SOL lay the groundwork for a future where global payments, credentialing, and personalized learning can be powered by decentralized infrastructure, enhancing how we grow our company. We believe that SOL represents a uniquely scalable, high-performance blockchain platform that aligns with our long-term vision of integrating innovative technologies into our services. By investing in and participating in the SOL ecosystem, we aim to both enhance our digital asset treasury strategy and create strategic optionality for product innovation in our core business.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
We are, to a lesser extent, also a neurotechnology company focused on neurological wellness.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
In March 2026, the SEC and CFTC issued the Release indicating that certain digital assets, including SOL, may be characterized as “digital commodities” and that certain related activities, including staking and secondary market transactions, may not constitute securities transactions under specified circumstances. However, the Release does not constitute formal rulemaking and does not have the force of law, and the regulatory characterization of SOL and related activities therefore remains subject to ongoing development.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, making various amendments to the Internal Revenue Code. Based on our ongoing assessment, the Company does not expect OBBBA to have a material impact on its consolidated financial statements.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
In connection with the closing of our private placement offerings in September 2025 (“2025 PIPE Offerings”), we implemented a DAT strategy to acquire SOL, the native cryptocurrency of the Solana blockchain. SOL will serve as our primary treasury reserve asset. Solana has historically been the fastest growing blockchain, leading the industry in transaction revenue and processing more than 3,500 transactions per second. The network is also the most widely adopted, averaging about 3.7 million daily active wallets and surpassing 23 billion transactions year to date. SOL is financially productive by design, offering a ~7% native staking yield, whereas assets like Bitcoin are non-yield-bearing. We intend to leverage the native yield-generating properties of Solana's architecture and capture opportunities in DeFi and broader onchain activity.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
On September 15, 2025, we entered into a Strategic Advisor Agreement (the “Strategic Advisor Agreement) with Pantera Capital and Summer (the “Advisors”), pursuant to which we engaged each of Pantera and Summer to provide strategic advice and guidance relating to the Company’s business, operations, growth initiatives and industry trends in the crypto technology sector for an initial term of two (2) years, which term automatically renews for successive periods of one (1) year each. Either the Company or the Advisors may terminate the Strategic Advisor Agreement upon written notice of a material breach by the other party that has not been cured within thirty (30) days of receipt of the written notice. The Strategic Advisor Agreement also contains customary representations and warranties, confidentiality provisions and limitations on liability. Refer to Note 8 for details on the terms of the Advisor Warrants we issued and Note 11 for expenses reimbursed to the Advisors during the year ended December 31, 2025 in connection with the Strategic Advisor Agreement.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
Additionally, on September 15, 2025, we entered into a Trading Advisory Agreement (the “Trading Advisory Agreement”) with Pantera, pursuant to which we engaged Pantera to manage the investment of substantially all of our digital assets, digital asset derivatives, cash and other assets for an initial term of ten (10) years, which term automatically renews for successive periods of one (1) year each, subject to the mutual agreement of us and Pantera. The management fees pursuant to the Trading Advisory Agreement shall be equal to: (a) 1.0%, if the Company’s Assets Under Management (as defined in the Trading Advisory Agreement) is less than or equal to $1 billion, (b) 0.75% per annum of assets under management (“AUM”) if AUM is more than $1 billion but less than or equal to $5 billion and (c) 0.50% per annum of AUM if AUM is more than $5 billion. Refer to Note 11 for details of the fees expensed by us during the year ended December 31, 2025, under the Trading Advisory Agreement.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
In connection with the closing of the 2025 PIPE Offerings, as discussed in more detail in Note 8 to our consolidated financial statements, we agreed to use the net proceeds from the sale to fund the acquisition of SOL, and the establishment of a SOL treasury operation, as well as pay transaction fees and expenses, and for working capital and general corporate purposes. To advance the our planned SOL treasury operation, on September 14, 2025, Marvel Operations Corp., a Delaware limited liability company and our wholly-owned subsidiary of the Company, entered into a Master Loan Agreement with a third-party lender (the “Master Loan Agreement”) to provide a short-term loan to make initial purchases of SOL. As of December 31, 2025, Marvel Operations Corp., had no outstanding loans with the third-party lender under the Master Loan Agreement.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
On September 18, 2025, we completed the issuance and sale of an aggregate of 38,049,663 shares of our Class A common stock at an offering price of $6.881 and accompanying pre-funded warrants to purchase up to 36,261,239 shares of Class A common stock at a price of $6.881 less $0.001 and stapled warrants to purchase up to 73,941,196 shares of Class A common stock at an exercise price of $10.134. We also issued warrants to our Advisors to purchase up to 7,394,119 shares of Class A common stock at an exercise price of $0.001 subject to shareholder approval. In connection with the 2025 PIPE Offerings, we received total gross proceeds of approximately $518.4 million before
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
deducting estimated placement agent fees and offering expenses. On November 17, 2025, certain provisions of the stapled warrants related to adjustments of the Black-Scholes inputs in determining the warrant value in the event of a fundamental transaction were amended to align treatment of stapled warrant holders and Class A common stockholders in the event of a fundamental transaction.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
On June 6, 2025, we completed the issuance and sale of an aggregate of 55,372 shares of our Class A common stock and accompanying common warrants to purchase up to 55,372 shares of Class A common stock at an offering price of $163.50 per share of Class A common stock and accompanying common warrants generating gross proceeds of $9.1 million before repayment of the previously issued promissory notes of $1.56 million and cash issuance costs of $1.2 million (the “2025 Offering”). We also issued warrants to the placement agent to purchase 2,769 shares of Class A common stock on the same terms as the common stock warrants. See Note 8 in our consolidated financial statements for more details.
Read it in 10-K 2026-03-31 at sec.gov ↗
RemovedMD&A
We are a neurotechnology company focused on neurological wellness. Our purpose is to develop, license or acquire non-implantable technologies targeted at reducing symptoms of neurological disease or trauma.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
On August 9, 2024, we received written notice (the “Notification Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that the Company was not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s Class A common stock (“Common Stock”) for the 30 consecutive business days prior to the date of the Notification Letter, the Company did not meet the minimum closing bid price requirement. To regain compliance, the closing bid price of the Company’s Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days at any time prior to February 5, 2025. There can be no assurance that we will be able to regain compliance with the minimum bid price requirement and other Nasdaq listing criteria. If we fail to meet the applicable continued listing requirements for the Nasdaq Capital Market, Nasdaq may delist our Common Stock. If such delisting should occur, it would likely have a negative effect on the price of our Common Stock and would impair an investor’s ability to sell or purchase our Common Stock when desired. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our Common Stock to become listed again, stabilize the market price or improve the liquidity of our Common Stock, prevent our Common Stock from dropping below the Nasdaq minimum bid price requirement, or prevent future non-compliance with Nasdaq’s listing requirements. Additionally, Nasdaq rules allow an expedited delisting of securities of companies that have had one or more reverse stock splits with a cumulative ratio of one for 250 or more shares over the prior two-year period. Under these rules, if a company falls out of compliance with the $1.00 minimum bid price after completing reverse stock splits over the immediately preceding two years that cumulatively result in a ratio one for 250 shares, the company will not be able to avail itself of any compliance periods and Nasdaq will instead require the issuance of a Staff delisting determination, which is appealable to a hearings panel. Our ability to remain listed on Nasdaq may be negatively impacted by this Nasdaq rule.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
On February 7, 2025, we received a determination letter from Nasdaq notifying us that because we did not comply with the $5 million minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market, we were not eligible for a second 180-day period. On February 14, 2025, we requested an appeal of this determination and will submit a plan to regain compliance. The Company had a hearing with the Nasdaq Hearing Panel on March 18, 2025. At the hearing, we presented our plan for regaining compliance with the Minimum Bid Price Requirement and requested a further extension so that we may complete the execution of our plan. Although we believe our plan will be sufficient to enable us to regain compliance, no assurance can be provided that Nasdaq will ultimately accept our plan or that we will ultimately regain compliance with the Minimum Bid Price Requirement. As of the date of this report, we have not received a determination from the hearings panel. Our common stock will remain listed and eligible for trading on Nasdaq pending the ultimate conclusion of the hearing process.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
On March 11, 2025, we established Revelation Neuro to pursue the development of a new gold standard of care for personalized neurorehabilitation using a non-implantable AI powered brain computer interface combining our newly developed intellectual property with Helius’ existing intellectual property.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
Presently, PoNS Therapy is not reimbursed under contract by any third-party payers in the U.S. We are pursuing commercial insurance coverage for PoNS within the Durable Medical Equipment benefit category. On February 29, 2024, CMS assigned HCPCS Level II codes to the PoNS controller and PoNS mouthpiece, effective April 1, 2024. On May 2, 2024, CMS published a proposed fee schedule payment rates for the PoNS controller and PoNS mouthpiece to be discussed at CMS' bi-annual Healthcare Common Procedure Coding System (“HCPCS”) public meeting to be held on May 29, 2024. For the PoNS Controller (HCPCS Code A4593), CMS preliminarily set pricing by mapping reimbursement to existing code E0745, (Neuromuscular stimulator, electronic shock unit), resulting in a capped fee of $1,206.53. For the PoNS Mouthpiece (HCPCS code A4594), CMS based pricing on the previously offered, temporary, cash pay price of $4,500, resulting in a total capped payment of $3,075.53.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
The Company subsequently provided CMS additional information to support reimbursement economics and presented that information at the public meeting with CMS on May 29, 2024 for consideration by CMS for determination of the final reimbursement amount for each of the PoNS controller and mouthpiece.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
On October 7, 2024, CMS posted the final payment rate for the PoNS Mouthpiece (HCPCS code A4594) at $2,963.30, which will be effective January 1, 2025 and deferred final national determination of the payment rate for the PoNS Controller (HCPCS Code A4593) to the next payment cycle. At the Company’s request, Company management subsequently met with CMS in December 2024 prior to PoNS Mouthpiece pricing taking effect on January 1, 2025 to request that they revisit the starting point for the gap filling process to more appropriately use the market pricing established through negotiation with the VA and an insurance carrier.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
On October 8, 2024, CMS published the preliminary rate for the PoNS Controller (HCPCS Code A4593) at the capped total payment of $519.80, based on its view that the product is comparable to devices reported with HCPCS code E0730 (transcutaneous electrical nerve stimulation (TENS) device, four or more leads, for multiple nerve stimulation) to be effective April 1, 2025.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
On January 13, 2025, CMS posted final Medicare Durable Medical Equipment, Prosthetics, Orthotics, and Supplies fee schedule payment rates for the PoNS Controller (HCPCS Code A4593) at the capped total payment of $532.27 and no changes to the previous final determination for the PoNS Mouthpiece (HCPCS code A4594) were made.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
During the first quarter of 2024, the Company partnered with Lovell Government Services (“Lovell”), an SBA-certified Service-Disabled Veteran-Owned Small Business, to make the PoNS device available to federal healthcare systems. In May 2024, PoNS became available on the Veteran Affairs Federal Supply Schedule and General Services Administration Advantage Contracts at $23,843.72 for the PoNS device and $7,344.97 for the PoNS mouthpiece. In July 2024, PoNS became available to the Department of Defense and U.S. Military facilities on the Distribution and Pricing Agreement at $23,724.50 for the PoNS device and $7,308.25 for the PoNS mouthpiece. In December 2024, the first PoNS System sale to the VA Healthcare System through Lovell was delivered at the contracted price of $23,844, comprised of $16,499 for the PoNS Controller and $7,345 for the PoNS Mouthpiece.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
On April 4, 2024, the Company received written notice from Nasdaq stating that the Company no longer complied with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on Nasdaq because the Company’s stockholders' equity, as reported in our 2023 10-K, had fallen below $2.5 million. The notice also indicated that the Company did not meet the alternative compliance standards. Under applicable Nasdaq rules, the Company had 45 calendar days from the date of the notice, or until May 20, 2024, to submit a plan to regain compliance. On May 31, 2024, the Company received formal notification from Nasdaq confirming that, following the consummation of a registered public offering on May 9, 2024, the Company regained compliance with the minimum stockholders’ equity requirement, and that the Company satisfied all other applicable criteria for continued listing on Nasdaq.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
During the second quarter of 2024, the Company received the first third-party reimbursement from a major insurance carrier at a 7% rebate, which resulted in pricing of $23,900 for the PoNS device, comprised of $16,554 for the PoNS controller and $7,347 for the PoNS mouthpiece, exclusive of rounding.
Read it in 10-K 2025-03-25 at sec.gov ↗
RewordedMD&A
On January 21, 2025, the Company we entered into warrant exercise inducement offer letters with certain holders of existing Series A warrants and Series B warrants (together, the “Existing Warrants”) to exercise their Existing Warrants in exchange for the issuance of new Series C warrants and Series D warrants on substantially the same terms as the Existing Warrants generating gross proceeds of $3.7 million as discussed further in Note 15 8 in our consolidated financial statements.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
The cost of revenue for 2024 2025 as compared to the same period in the prior year remained relatively flat decreased year to year due to decreased unit volumes sold resulting in lower product costs and a decrease in certain inventory adjustments offset by increases in certain inventory reserve adjustments, warranty and fixed employee costs. costs and staking costs related to our new Solana treasury strategy.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
On January 21, 2025, the Company we entered into warrant exercise inducement offer letters with certain holders of existing Series A warrants and Series B warrants generating gross new warrant issuance which generated $3.4 million in net proceeds of $3.7 million as discussed further in more detail in Note 15 in 8 to our consolidated financial statements.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
Other Foreign exchange gain (loss) and other income for the year ended December 31, 2025 was primarily attributable to dividend income earned on investments of excess cash in a money market mutual fund. funds and foreign exchange gain due to fluctuations in the Canadian to U.S. dollar exchange rates.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
The increase decrease in research and development expenses was primarily from increases in clinical trial related costs of $0.4 million, $0.3 million and an increase in product development costs of $0.3 million offset by a decrease in non-cash employee stock compensation expense of $0.2 million and product development costs a decrease in employee wages of $0.1 $0.5 million.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
As discussed in more detail in Note 8 to our consolidated financial statements, the Company we entered into a sales agreement related to our at-the-market offering program (“ATM”) the 2025 ATM under which we may offer and sell shares of our Class A common stock from time to time having gross proceeds up to $2.0 million. an
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
Our Since September 2025, our available capital resources have been primarily used to expand increase our U.S. commercialization efforts, fund manufacturing activities for the PoNS device, conduct clinical trials digital asset holdings and for working capital and general corporate purposes.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
During the year ended December 31, 2024, the Company issued and 2025, we sold 379,040 shares with gross generating net proceeds after commissions of $1.3 million under the ATM. $5.1 million.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
As discussed in more detail in Note 8 to our consolidated financial statements, the Company we entered into a sales agreement related to our at-the-market offering program (“ATM”) (the “2023 ATM”) under which we may offer and sell shares o f our Class A common stock having gross proceeds an aggregate offering price of up to $2.0 million.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
During the year ended December 31, 2024, 2025, we received issued and sold shares with net proceeds of $1.3 $24.2 million from the issuance and sale of shares under the 2025 ATM.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
As discussed in more detail in Note 8 to our consolidated financial statements, the stapled warrants issued in connection with the August 2022 Public Offering are being 2025 PIPE Offerings completed on September 18, 2025 were accounted for as a derivative liability instrument.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
Our investing activities are in the year ended December 31, 2025 primarily related to the purchase strategic acquisition of property and equipment. SOL.
Read it in 10-K 2026-03-31 at sec.gov ↗
