Helius Medical Technologies Files 8-K

TL;DR

Helius Medical Tech signed a deal, sold stock, and filed an 8-K on Jan 21.

AI Summary

On January 21, 2025, Helius Medical Technologies, Inc. entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity, including a material definitive agreement and unregistered equity sales, which could impact the company's financial structure and stock.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• HELIUS MEDICAL TECHNOLOGIES, INC. (company) — Registrant
• January 21, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-38445 (commission_file_number) — SEC File Number
• 36-4787690 (irs_number) — IRS Employer Identification No.
• 642 Newtown Yardley Road, Suite 100 (address) — Business Address
• Newtown, PA 18940 (address) — Business Address

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value HSDT The Nasdaq Stock Mar
• $0.751 — gregate, at a reduced exercise price of $0.751 per share, in exchange for the Company'
• $3.7 million — gregate gross proceeds of approximately $3.7 million from the exercise of the Existing Warra
• $0.2 million — ions summarized above and will pay Roth $0.2 million for its services, in addition to reimbu

Filing Documents

• hsdt-20250121x8k.htm (8-K) — 66KB
• hsdt-20250121xex4d1.htm (EX-4.1) — 136KB
• hsdt-20250121xex10d1.htm (EX-10.1) — 82KB
• hsdt-20250121xex99d1.htm (EX-99.1) — 14KB
• hsdt-20250121x8k001.jpg (GRAPHIC) — 7KB
• hsdt-20250121xex99d1001.jpg (GRAPHIC) — 8KB
• 0001558370-25-000407.txt ( ) — 505KB
• hsdt-20250121.xsd (EX-101.SCH) — 3KB
• hsdt-20250121_lab.xml (EX-101.LAB) — 16KB
• hsdt-20250121_pre.xml (EX-101.PRE) — 10KB
• hsdt-20250121x8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 21, 2025, Helius Medical Technologies, Inc., a Delaware corporation (the "Company"), entered into warrant exercise inducement offer letters (the "Inducement Letters") with certain holders (the "Holders") of its existing Series A warrants and Series B warrants to purchase shares of the Company's Class A common stock (the "Existing Warrants"), pursuant to which the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 4,971,110 shares of the Company's common stock, in the aggregate, at a reduced exercise price of $0.751 per share, in exchange for the Company's agreement to issue new Series C Warrants and Series D Warrants (the "Inducement Warrants") on substantially the same terms as the Existing Warrants described below, to purchase up to 6,213,888 shares of the Company's common stock (the "Inducement Warrant Shares"). The Company expects to receive aggregate gross proceeds of approximately $3.7 million from the exercise of the Existing Warrants by the Holders. The Company engaged Roth Capital Partners, LLC ("Roth") to act as its financial advisor with the transactions summarized above and will pay Roth $0.2 million for its services, in addition to reimbursement for certain expenses. The shares of the Company's common stock issuable upon exercise of the Existing Warrants are registered for resale by the Holders pursuant to an existing registration statement on Form S-1 (File No. 333-278698) declared effective by the Securities and Exchange Commission (the "SEC") on May 6, 2024. The Company also agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then Form S-3 eligible) covering the resale of the Inducement Warrants Shares issued or issuable upon the exercise of the Inducement Warrants (the "Resale Registration Statement") within ten (10) calendar days of the date of the Inducement Letters. In the Inducement Letters, t

02 Other Events

Item 3.02 Other Events. The Company issued the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Inducement Warrant Shares pursuant to the same exemption or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The description of the Inducement Warrants under Item 1.01 of this Form 8-K is incorporated herein by reference. The form of the Inducement Warrant is filed as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference.

01 Regulation FD

Item 7.01 Regulation FD. On January 21, 2025, the Company issued a press release disclosing the transactions described herein, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Inducement Warrant 10.1 Form of Inducement Letter 99.1 Company Press Release dated January 21, 2025 . 104 Cover Page Interactive Data File (embedded within Inline XBRL document) Cautionary Statement Regarding Forward-Looking Statements Certain statements in this Form 8-K are not based on historical facts and constitute forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws. All statements other than statements of historical fact included in this news release are forward-looking statements that involve risks and uncertainties. Forward-looking statements are often identified by terms such as "believe," "expect," "continue," "will," "goal," "aim" and similar expressions. 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. Important factors that could cause actual results to differ materially from the Company's expectations include uncertainties associated with the Company's capital requirements to achieve its business objectives, availability of funds, the Company's ability to find additional sources of funding, manufacturing, labor shortage and supply chain risks, including risks related to manufacturing delays, the Company's ability to obtain national Medicare insurance coverage and to obtain a reimbursement code, the Company's ability to continue to build internal commercial infrastructure, secure state distribution licenses, market awareness of the PoNS device, future clinical trials and the clinical development process, the product development process and the FDA regulatory submission review and approval process, other development activities, ongoing government regulation, and 4 other risks detailed from time to ti

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View this 8-K filing on SEC EDGAR