Item 3.03Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, on April 21, 2025 at the annual meeting of stockholders (the “Annual Meeting”) of Helius Medical Technologies, Inc. (the “Company”), the stockholders approved a proposal to amend the Company’s Certificate of Incorporation to effect a reverse split of the Company’s outstanding Class A common stock, par value $0.001 (“Common Stock”) at a ratio in the range of 1-for-2 to 1-for-30 to be determined at the discretion of our Board of Directors, whereby each outstanding 2 to 30 shares would be combined, converted and changed into 1 share of our Common Stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements.
On April 21, 2025, our Board of Directors approved a 1-for-15 reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”) effective May 2, 2025. On April 30, 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 Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on May 1, 2025, and the Company’s Common Stock is expected to begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on May 2, 2025.
When the Reverse Stock Split becomes effective, every 15 shares of the Company’s issued and outstanding Common Stock will automatically be combined, converted and changed into 1 share of our Common Stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of Common Stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of Common Stock that would be created as a result of the Reverse Stock Split will, at the Company’s election, either be (1) rounded down to the next whole share and the stockholder will receive cash equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the Company’s Common Stock as reported on Nasdaq on the last trading day before the Reverse Stock Split becomes effective (on a split-adjusted basis) or (2) rounded up to the next whole share. The number of authorized shares of the Company’s common stock will remain at 150 million, while the number of outstanding shares will be reduced from 7,920,928 to approximately 0.5 million.
The Company’s Common Stock will continue to trade on the Nasdaq Capital Market under the symbol “HSDT.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 42328V 884.
Equiniti Trust Company, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.
For more information about the Reverse Stock Split, see the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission and mailed to the Company’s stockholders on or about March 25, 2025, the relevant portions of which are incorporated herein by reference. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01Other Events.
On April 30, 2025, the Company issued a press release announcing that the Board has approved the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
