Helius Medical Technologies Files S-1 Registration Statement

TL;DR

<b>Helius Medical Technologies has filed an S-1 registration statement for an upcoming securities offering.</b>

AI Summary

HELIUS MEDICAL TECHNOLOGIES, INC. (HSDT) filed a IPO Registration (S-1) with the SEC on April 15, 2024. Helius Medical Technologies, Inc. filed an S-1 registration statement with the SEC on April 15, 2024. The filing is for a registration statement under the Securities Act of 1933. The company's principal executive offices are located at 642 Newtown Yardley Road, Suite 100, Newtown, Pennsylvania 18940. Dane C. Andreeff is listed as President and Chief Executive Officer. The filing indicates the proposed sale of securities will commence as soon as practicable after the effective date.

Why It Matters

For investors and stakeholders tracking HELIUS MEDICAL TECHNOLOGIES, INC., this filing contains several important signals. This S-1 filing is a prerequisite for any public offering of securities, signaling the company's intent to raise capital. The details within the S-1 will provide crucial information to potential investors about the company's business, financials, and the terms of the offering.

Risk Assessment

Risk Level: low — HELIUS MEDICAL TECHNOLOGIES, INC. shows low risk based on this filing. The filing is a standard S-1 registration statement, which is a preliminary step for a public offering and does not inherently contain negative financial or operational news.

Analyst Insight

Investors should monitor future filings for details on the offering size, pricing, and use of proceeds.

Key Numbers

• S-1 — Form Type (Registration Statement)
• 20240415 — Filing Date (SEC Filing)
• 333-278698 — SEC File Number (Registration)
• DE — State of Incorporation (Helius Medical Technologies)
• 1231 — Fiscal Year End (Helius Medical Technologies)

Key Players & Entities

• HELIUS MEDICAL TECHNOLOGIES, INC. (company) — Registrant
• 0001104659-24-047362 (filing_id) — Accession Number
• 20240415 (date) — Filing Date
• 333-278698 (registration_number) — SEC File Number
• Dane C. Andreeff (person) — President and Chief Executive Officer
• 642 Newtown Yardley Road, Suite 100 Newtown, Pennsylvania 18940 (address) — Registrant's principal executive offices
• Phillip D. Torrence, Esq. (person) — Copies to
• Loeb & Loeb LLP (company) — Legal Counsel

FAQ

Industry Context

The filing is a standard S-1 registration statement, a common document for companies planning to offer securities to the public.

Regulatory Implications

The S-1 filing is made in accordance with the Securities Act of 1933, which governs the registration of securities.

What Investors Should Do

1. Review the full S-1 filing for detailed business descriptions and risk factors.
2. Monitor SEC filings for updates on the offering's effective date and terms.
3. Analyze the company's financial health and market position based on information provided in the S-1.

Year-Over-Year Comparison

This is a new S-1 filing, so there is no prior filing to compare against for this specific registration event.

Key Financial Figures

• $0.001 — common stock (the "Shares"), par value $0.001 per share (the "Common Stock"), warrant
• $6.17 — ed sales price for our Common Stock was $6.17 per share. The actual public offering p
• $2.5 million — ded December 31, 2023, has fallen below $2.5 million. The notice from Nasdaq also indicated
• $135 — 1, 2024 is expected to be approximately $135 thousand, as compared to $111 thousand
• $111 thousand — oximately $135 thousand, as compared to $111 thousand for the quarter ended March 31, 2023. L
• $3.4 million — arch 31, 2024 is expected to range from $3.4 million to $3.6 million, as compared to $3.8 mi
• $3.6 m — expected to range from $3.4 million to $3.6 million, as compared to $3.8 million for
• $3.8 million — million to $3.6 million, as compared to $3.8 million for the quarter ended March 31, 2023. C
• $3.6 million — cash equivalents totaled approximately $3.6 million as of March 31, 2024, as compared to $5
• $5.2 million — on as of March 31, 2024, as compared to $5.2 million as of December 31, 2023. The Company ha
• $0 — d to the public in this offering, minus $0.001, and the exercise price of each Pre
• $50 — to the Placement Agent, for a price of $50, at the closing of this offering,, warr
• $76.28 — at a weighted-average exercise price of $76.28 per share; 637,059 shares of Common S
• $6.9135 — his offering) with an exercise price of $6.9135 per share and 9,969 shares of Common St
• $819.77 — at a weighted-average exercise price of $819.77); an aggregate 2,228 shares of unvest

Filing Documents

• tm2411553-1_s1.htm (S-1) — 536KB
• lg_helius-4clr.jpg (GRAPHIC) — 12KB
• tm2411553d2_ex23-1.htm (EX-23.1) — 2KB
• tm2411553d2_ex-filingfees.htm (EX-FILING FEES) — 18KB
• 0001104659-24-047362.txt (&nbsp;) — 574KB

RISK FACTORS

RISK FACTORS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA 17

USE OF PROCEEDS

USE OF PROCEEDS 18 CAPITALIZATION 19

DILUTION

DILUTION 20 DIVIDEND POLICY 21

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 22 PLAN OF DISTRIBUTION 26

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 31 LEGAL MATTERS 34 EXPERTS 34 WHERE YOU CAN FIND MORE INFORMATION 35 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 35 i TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC. Before making your investment decision, we urge you to carefully read this prospectus and all of the information contained in the documents incorporated by reference in this prospectus, as well as the additional information described under the headings "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference." To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference in this prospectus, on the other hand, you should rely on the information in this prospectus, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date-for example, a document incorporated by reference in this prospectus-the statement in the document having the later date modifies or supersedes the earlier statement. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. This prospectus does not constitute an offer to sell or the solicitati

Use of proceeds

Use of proceeds We estimate that we will receive net proceeds from this offering of approximately $based upon an assumed public offering price of $per share of Common Stock and accompanying Series A Warrant and Series B Warrant, or $per Pre-Funded Warrant and accompanying Series A Warrant and Series B Warrant, as applicable, after deducting Placement Agent fees and estimated offering expenses payable by us. We currently intend to use the net proceeds we receive from this offering for funding operations, working capital and general corporate purposes. Because this is a best efforts offering with no minimum amount as a condition to closing, we may not sell all or any of the securities offered hereby. As a result, we may receive significantly less in net proceeds than we currently estimate. See "Use of Proceeds" on page 18.

Risk Factors

Risk Factors You should carefully read the "Risk Factors" section of this prospectus beginning on page 9 and the documents incorporated by reference herein for a discussion of factors that you should consider before deciding to invest in our securities. Trading Symbol and Listing Our Common Stock is listed on the Nasdaq Capital Market under the symbol "HSDT". We do not intend to apply for listing of the Series A Warrants, Series B Warrants or Pre-Funded Warrants on any national securities exchange or trading system. Without a trading market, the liquidity of the Series A Warrants, Series B Warrants and Pre-Funded Warrants will be extremely limited. 5 TABLE OF CONTENTS (1) Based on 887,847 shares of Common Stock outstanding as of the date of this prospectus and excludes the shares of Common Stock being offered by this prospectus and issuable upon exercise of the Series A Warrants, Series B Warrants, Pre-Funded Warrants and Placement Agent Warrants and also excludes the following: 245,830 shares of Common Stock issuable upon the exercise of stock options outstanding as of December 31, 2023, at a weighted-average exercise price of $76.28 per share; 637,059 shares of Common Stock issuable upon the exercise of warrants (comprised of 627,090 shares of Common Stock issuable upon the exercise of warrants issued in connection with our public offering in August 2022 (excluding the Warrants issued in this offering) with an exercise price of $6.9135 per share and 9,969 shares of Common Stock issuable upon the exercise of warrants (excluding the Warrants issued in this offering) outstanding as of December 31, 2023, at a weighted-average exercise price of $819.77); an aggregate 2,228 shares of unvested restricted stock units granted as of December 31, 2023; 9,240 shares of Common Stock reserved for future issuance under our 2021 Inducement Plan as of December 31, 2023; and 14,121 shares of Common Stock reserved for future issuance under our 2022 Equity Inc

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View this S-1 filing on SEC EDGAR