The directors and officers of Solmate Infrastructure (SLMT), a digital asset treasury company focused on accumulating Solana (SOL), are facing a shareholder lawsuit alleging that two board members bought company shares at a 66% discount, then used a poison pill and a rushed annual meeting to cement their control while outside investors were unable to sell their shares.
Solana DAT Solmate Directors Sued over Offering, Alleged Self-Dealing
26 June 2026 - 18:56 CEST
By Stu Clelland & Sandmark staff
The complaint was filed on 22 Jun in the New York Supreme Court by RBCH Ltd., a vehicle of Prague-based digital asset firm RockawayX, which invested $50mn in Solmate's $300mn private investment in public equity (PIPE) transaction in September 2025 and owns more than 10% of the company's Class B shares.
In a statement, Solmate rejected the allegations, calling them "a fraudulent campaign" by RockawayX to exploit the company and its assets. It said it had previously sued RockawayX in Delaware over alleged misrepresentations during acquisition talks.
The Solana treasury company held 1.24 million SOL tokens as of 28 Feb, and has become one of the largest publicly traded Solana treasury companies since pivoting from football club ownership last year. Solana is a blockchain built for decentralized applications and cryptocurrency projects.
RDO at centre of dispute
The lawsuit centres on a registered direct offering (RDO) completed on 27 May, in which Solmate issued 2.3 million Class B shares – about 21% of the company – exclusively to directors Ron Sade and Keren Maimon at $4.97 per share.
RBCH alleges the shares had a net asset value of about $14.70 each, allowing the pair to acquire stock worth about $29mn for $11.4mn. The complaint also claims that no other shareholders were allowed to participate.
Three weeks earlier, the board adopted a poison pill limiting shareholders to 9.99% ownership without board approval, while allegedly exempting Sade and Maimon from that restriction.
RBCH further claims the board scheduled the annual meeting immediately after the RDO to re-elect incumbent directors. Days later, Solmate rejected an unsolicited all-share takeover proposal from Forward Industries valued at $7.19 per share, around a 30% premium to the market price.
Shares of Solmate traded at $4.63 at 15:35UTC on 26 Jun, down roughly 77% year to date.
Self-dealing
The complaint also alleges a broader pattern of self-dealing, claiming directors awarded themselves warrants to buy 16 million shares and advisory fees tied to Solmate's Solana holdings, approved a $250,000-a-month contract with a firm linked to the board, and sold shares at $31–$35 shortly before the September 2025 PIPE priced at $4.50 while incoming investors were subject to lock-up restrictions.
Governance concerns
On 16 Jun, proxy adviser Institutional Shareholder Services (ISS) recommended shareholders vote against all five directors seeking re-election, citing weak board independence, the poison pill and governance shortcomings.
RBCH is seeking damages, cancellation of the RDO shares, repayment of fees and warrants awarded to directors, and an injunction preventing Sade and Maimon from voting on the disputed shares. The allegations have not been tested in court.
Solmate did not respond to Sandmark's questions before publication.
