Helius Medical Technologies Files 8-K with Key Agreements and Officer Changes

TL;DR

HELIUS files 8-K: material agreement, equity sales, exec changes, bylaws update. Big week for Helius!

AI Summary

Helius Medical Technologies, Inc. filed an 8-K on September 18, 2025, reporting several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes related to directors and officers, including compensatory arrangements. The company also amended its articles of incorporation or bylaws and reported on Regulation FD disclosures and financial statements. The filing date for this report is September 18, 2025, with the period of report ending September 15, 2025.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential new agreements and changes in leadership or compensation, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered equity sales, and changes in officers/directors, suggesting potential shifts in company operations and governance that warrant closer scrutiny.

Key Players & Entities

• HELIUS MEDICAL TECHNOLOGIES, INC. (company) — Filer
• 0001104659-25-091281 (document_id) — Accession Number
• 20250918 (date) — Filing Date
• 20250915 (date) — Period of Report Date

FAQ

Key Financial Figures

• $0.001 — whichregistered Class A Common Stock, $0.001 par value HSDT The Nasdaq Stock Mar
• $6.881 — "Common Stock") at an offering price of $6.881 per share, (ii) pre-funded warrants (th
• $6.880 — of Common Stock at an offering price of $6.880 per underlying share of Common Stock an
• $10.134 — of Common Stock at an exercise price of $10.134 per underlying share of Common Stock. I
• $508.7 million — n total gross proceeds of approximately $508.7 million before deducting estimated placement ag
• $500,0000,000 — receipt of gross proceeds in excess of $500,0000,000, prior to deducting placement agent fee

Filing Documents

• tm2526455d1_8k.htm (8-K) — 57KB
• tm2526455d1_ex3-1.htm (EX-3.1) — 9KB
• tm2526455d1_ex10-1.htm (EX-10.1) — 150KB
• tm2526455d1_ex10-2.htm (EX-10.2) — 108KB
• tm2526455d1_ex10-3.htm (EX-10.3) — 32KB
• tm2526455d1_ex99-1.htm (EX-99.1) — 27KB
• tm2526455d1_8kimg01.jpg (GRAPHIC) — 18KB
• 0001104659-25-091281.txt ( ) — 679KB
• hsdt-20250915.xsd (EX-101.SCH) — 3KB
• hsdt-20250915_lab.xml (EX-101.LAB) — 33KB
• hsdt-20250915_pre.xml (EX-101.PRE) — 22KB
• tm2526455d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement As previously disclosed, on September 15, 2025, Helius Medical Technologies, Inc. (the "Company") entered into subscription agreements (the "Cash Subscription Agreements") with certain accredited investors (the "Cash Purchasers") pursuant to which the Company, in a private placement (the "Cash Offering"), agreed to issue and sell to the Cash Purchasers an aggregate of (i) 37,825,277 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 share, (ii) pre-funded warrants (the "Cash Pre-Funded Warrants") to purchase 25,121,713 shares of Common Stock at an offering price of $6.880 per underlying share of Common Stock and (iii) stapled warrants (the "Cash Stapled Warrants") to purchase 62,946,990 shares of Common Stock at an exercise price of $10.134 per underlying share of Common Stock. In the Cash Offering, the Cash Purchasers had the option to tender any of U.S. dollars, USDC or USDT (or a combination thereof) to the Company as consideration for the Cash Shares, Cash Pre-Funded Warrants and Cash Stapled Warrants. Additionally, on September 15, 2025, the Company entered into subscription agreements (the "Cryptocurrency Subscription Agreements," and together with the Cash Subscription Agreements, the "Subscription Agreements") with certain accredited investors (the "Cryptocurrency Purchasers," and together with the Cash Purchasers, the "Purchasers") pursuant to which the Company agreed to sell and issue to the Cryptocurrency Purchasers in a private placement (the "Cryptocurrency Offering," and together with the Cash Offering, the "Offerings") an aggregate of (i) pre-funded warrants (the "Cryptocurrency Pre-Funded Warrants") to purchase 10,994,199 shares of Common Stock at an offering price of $6.880 and (ii) stapled warrants (the "Cryptocurrency Stapled Warrants" and together with the Cryptocurrency Pre-Funded Warrants, the "Cryptocurrency 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 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, was made in reliance upon an exemption 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.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Appointment On September 18, 2025, the Board of Directors of the Company (the "Board"), pursuant to its powers under the Certificate of Incorporation, as amended, and the Second Amended and Restated Bylaws of the Company, approved an increase in the size of the Board from six (6) to seven (7) directors and the appointment of Joseph Chee as Executive Chairman of the Board to fill the vacancy created by such increase, which appointment became effective on September 18, 2025. Mr. Chee will serve for a one-year term until our 2026 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal. Mr. Chee has served as the Founder and Chairman of Summer Capital Limited. Summer Capital is an investment company dedicated to investing in early growth state companies in "new economy" sectors such as fintech, blockchain infrastructure and application, consumption technology and healthcare. He has also served as the Vice Chairman of AMINA Bank AG, a company focused on providing a bridge between traditional finance and digital assets while operating as a FINMA-regulated cryptocurrency bank and offering services such as secure custody, crypto trading, staking, lending, asset management and tokenized products to professional investors, corporations, family offices and institutions globally, since April 2020. In addition, Mr. Chee is the founder of Summer Healthcare Fund, L.P. since February 2021 and Summer Everest Ecosystem Fund, L.P. since September 2023. Each are investment companies focused on healthcare and biotechnology and blockchain ecosystem and financial technology, respectively. Prior to these positions, Mr. Chee was Head of Investment Banking and Head of Global Capital Markets, Asia at UBS AG. From 2000 to 2017, Mr. Chee held a num

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously, disclosed, on May 23, 2025, at the special meeting of stockholders (the "Special Meeting") of the Company, the Company's stockholders approved a proposal to amend the Company's Certificate of Incorporation to increase the number of authorized shares of the Company's Common Stock to up to 800,000,000 shares, with such number to be determined at the Board's discretion. On September 12, 2025, the Board approved an increase in the number of authorized shares of the Company's Common Stock to 800,000,000 shares (the "Share Increase"). On September 15, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the "Certificate of Amendment") to effect the Share Increase, which became effective as of September 15, 2025. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

01. Regulation FD

Item 7.01. Regulation FD. On September 18, 2025, the Company issued a press release announcing the Closing and receipt of gross proceeds in excess of $500,0000,000, prior to deducting placement agent fees and other offering expenses. A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information in this Item 7.01 to this Current Report, and in Exhibit 99.1 furnished herewith, shall not be deemed to be "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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a 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 Company's existing operations and the implementation of a SOL treasury strategy. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. Important factors that may affect actual results or outcomes include, but are not limited to: 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, including the supplemental risk factors filed with the Current Report on Form 8-K filed on September 15, 2025. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these forward-looking 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 Company undertakes no obligation to update

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description 3.1 Certificate of Amendment to Certificate of Incorporation of Helius Medical Technologies, Inc. 10.1 Form of Master Loan Agreement, dated as of September 18, between Marvel Operations Corp. and the Lender (as defined therein) 10.2 Form of Indemnification Agreement 10.3 Executive Chairman Agreement, dated September 18, 2025 between the Company and Joseph Chee. 99.1 Press Release, dated September 18, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. Date: September 18, 2025 HELIUS MEDICAL TECHNOLOGIES, INC. 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