Helius Medical Technologies (HSDT) Files 8-K

TL;DR

HSDT filed an 8-K confirming its Nasdaq listing and corporate address.

AI Summary

On September 15, 2025, HELIUS MEDICAL TECHNOLOGIES, INC. (HSDT) filed an 8-K report. The filing indicates the company's principal executive offices are located at 642 Newtown Yardley Road, Suite 100, Newtown, PA 18940. Helius Medical Technologies is incorporated in Delaware and its common stock trades on The Nasdaq Stock Market LLC under the symbol HSDT.

Why It Matters

This 8-K filing provides updated corporate information and confirms the trading details of Helius Medical Technologies' common stock on the Nasdaq.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not contain new material financial or operational information that would typically increase risk.

Key Players & Entities

• HELIUS MEDICAL TECHNOLOGIES, INC. (company) — Registrant
• HSDT (company) — Trading Symbol
• The Nasdaq Stock Market LLC (company) — Exchange
• September 15, 2025 (date) — Date of Report
• 642 Newtown Yardley Road , Suite 100 Newtown , PA 18940 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ichregistered Common Stock, par value $0.001 HSDT The Nasdaq Stock Market LLC
• $6.881 — Common Stock ") at an offering price of $6.881 per Cash Share (the " Per Share Cash Pu
• $10.134 — rrant Shares ") at an exercise price of $10.134 per Cash Stapled Warrant. In the Cash O
• $1 b — der Management is less than or equal to $1 billion, (b) 0.75% per annum of assets un
• $1 billion — anagement (" AUM ") if AUM is more than $1 billion but less than or equal to $5 billion an
• $5 billion — an $1 billion but less than or equal to $5 billion and (c) 0.50% per annum of AUM if AUM i
• $500 million — gregate gross proceeds of approximately $500 million in cash, before deducting placement age

Filing Documents

• tm2526070d1_8k.htm (8-K) — 61KB
• tm2526070d1_ex4-1.htm (EX-4.1) — 89KB
• tm2526070d1_ex4-2.htm (EX-4.2) — 90KB
• tm2526070d1_ex4-3.htm (EX-4.3) — 106KB
• tm2526070d1_ex4-4.htm (EX-4.4) — 106KB
• tm2526070d1_ex4-5.htm (EX-4.5) — 100KB
• tm2526070d1_ex10-1.htm (EX-10.1) — 206KB
• tm2526070d1_ex10-2.htm (EX-10.2) — 206KB
• tm2526070d1_ex10-3.htm (EX-10.3) — 25KB
• tm2526070d1_ex10-4.htm (EX-10.4) — 38KB
• tm2526070d1_ex10-5.htm (EX-10.5) — 91KB
• tm2526070d1_ex99-1.htm (EX-99.1) — 27KB
• tm2526070d1_ex99-2.htm (EX-99.2) — 41KB
• tm2526070d1_ex99-3.htm (EX-99.3) — 68KB
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• 0001104659-25-089774.txt ( ) — 13081KB
• hsdt-20250915.xsd (EX-101.SCH) — 3KB
• hsdt-20250915_lab.xml (EX-101.LAB) — 33KB
• hsdt-20250915_pre.xml (EX-101.PRE) — 22KB
• tm2526070d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreements On September 15, 2025, Helius Medical Technologies, Inc. (the " Company ") entered into securities purchase agreements (the " Cash Securities Purchase Agreements ") with certain accredited investors (the " Cash Purchasers ") pursuant to which the Company agreed to sell and issue to the Cash Purchasers in a private placement offering (the " Cash Offering ") an aggregate offering of (i) either shares (the " Cash Shares ") of Class A common stock of the Company, par value $0.001 per share (the " Common Stock ") at an offering price of $6.881 per Cash Share (the " Per Share Cash Purchase Price "); and/or pre-funded warrants (the " Cash Pre-Funded Warrants ") to purchase shares of the Common Stock (the " Cash Pre-Funded Warrant Shares ") at an offering price of the Per Share Cash Purchase Price less $0.001 per Cash Pre-Funded Warrant, and (ii) stapled warrants (the "Cash Stapled Warrants" and, together with the Cash Shares and the Cash Pre-Funded Warrants, the " Cash Securities ") to purchase shares of the Common Stock (the " Cash Stapled Warrant Shares ") at an exercise price of $10.134 per Cash Stapled Warrant. In the Cash Offering, the Cash Purchasers will tender any of U.S. dollars, USDC or USDT (or a combination thereof) to the Company as consideration for the Cash Shares, Cash Stapled Warrants and Cash Pre-Funded Warrants. Each of the Cash Pre-Funded Warrants is exercisable for one share of Common Stock at the remaining exercise price of $0.001 per Cash Pre-Funded Warrant Share, immediately exercisable by the registered holder, and may be exercised at any time following registration until all of the Cash Pre-Funded Warrants issued in the Cash Offering are exercised in full. Each Purchaser's ability to exercise its Cash Pre-Funded Warrants in exchange for shares of Common Stock is subject to certain beneficial ownership limitations set forth therein. Each of the Cash Stapled Wa

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The disclosure required by this Item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference. Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the Shares, the Pre-Funded Warrant Shares, the Stapled Warrants and the Stapled Warrant Shares, will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. Item7.01. Regulation FD Disclosure. Press Release on Announcing the Offering On September 15, 2025, the Company issued a press release announcing the signing of the Purchase Agreements and pricing of the Offerings and estimated aggregate gross proceeds of approximately $500 million in cash, before deducting placement agent fees and other offering expenses, to implement a SOL treasury strategy. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Investor Presentation In connection with the Offerings, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information under this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the " Exchange Act ") or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the expected settlement of the Offerings, the Company's existing operations and the implementation of a SOL treasury strategy. Forward-looking statements are as an indication of future performance. Important factors that may affect actual results or outcomes include, but are not limited to: risks related to whether the Company will be able to satisfy the conditions required to close the Offerings; the potential impact of market and other general economic conditions; the ability of the Company to successfully execute its business plan, including the implementation of the SOL treasury strategy and achieve the intended benefits thereof; the Company's failure to manage growth effectively; the Company's failure to fully realize the anticipated benefits of the Offerings and use of proceeds therefrom; and other risks and uncertainties set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 23, 2025, and in the Company's subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. The Company cautions investors not to place considerable reliance on the forward-looking statements contained in this Current Report. Investors are encouraged to read the Company's filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this Current Report speak only as of the date of this document, and the Com

01 Other Matters

Item 8.01 Other Matters In connection with the Offerings and related transactions described herein, the Company is filing certain updated risk factors disclosure applicable to its business for the purpose of supplementing and updating disclosures contained in the Company's prior public filings, including those discussed under the heading "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 25, 2025. The supplemental updated risk factors are filed herewith as Exhibit 99.3 and are incorporated herein by reference

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Exhibits Number Description 4.1 Form of Cash Pre-Funded Warrant 4.2 Form of Cryptocurrency Pre-Funded Warrant 4.3 Form of Cash Stapled Warrant 4.4 Form of Cryptocurrency Stapled Warrant 4.5 Form of Strategic Advisory Warrant 10.1 Form of Cash Purchase Agreement, dated as of September 15, 2025, between Helius Medical Technologies, Inc. and each Purchaser (as defined therein) 10.2 Form of Cryptocurrency Purchase Agreement, dated as of September 15, 2025, between Helius Medical Technologies, Inc. and each Purchaser (as defined therein) 10.3 Form of PIPE Lock-Up Agreement 10.4 Strategic Advisor Agreement, dated as of September 15, 2025, between Helius Medical Technologies, Inc. Pantera Capital and Summer Capital 10.5 Trading Advisory Agreement, dated as of September 15, 2025, between Helius Medical Technologies, Inc. and Pantera Capital 99.1 Press Release, dated September 15, 2025 99.2 Investor Presentation 99.3 Supplemental Risk Factors 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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 thereunto duly authorized. Helius Medical Technologies Inc. Dated: September 15, 2025 By: /s/ Jeffrey S. Mathiesen Name: Jeffrey S. Mathiesen Title: Chief Financial Officer, Treasurer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR