HELIUS MEDICAL TECHNOLOGIES INC

S-11 tm2411553-1_s1.htm S-1

As filed with the U.S. Securities and Exchange Commission on April 15, 2024

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

HELIUS MEDICAL TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

642 Newtown Yardley Road, Suite 100

Newtown, Pennsylvania 18940

(215) 944-6100

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)​

Dane C. Andreeff

President and Chief Executive Officer

642 Newtown Yardley Road, Suite 100

Newtown, Pennsylvania 18940

(215) 944-6100

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 15, 2024

PRELIMINARY PROSPECTUS

HELIUS MEDICAL TECHNOLOGIES, INC.

Up to Shares of Common Stock

Series A Warrants to Purchase up to Shares of Common Stock

Series B Warrants to Purchase up to Shares of Common Stock

Pre-Funded Warrants to Purchase up to Shares of Common Stock

This is a best efforts public offering of up to shares of our Class A common stock (the “Shares”), par value $0.001 per share (the “Common Stock”), warrants to purchase up to shares of our Common Stock (the “Series A Warrants”) and warrants to purchase up to shares of our Common Stock (the “Series B Warrants” and together with the Series A Warrants, the “Public Warrants”). Each share of Common Stock will be sold with one accompanying Series A Warrant and one accompanying Series B Warrant at an assumed combined public offering price of $ . Each Series A Warrant is immediately exercisable for one share of Common Stock at an initial exercise price of $ per share (110% of the public offering price per share of Common Stock and accompanying Public Warrants in this offering) and will expire five years from the date of issuance. Each Series B Warrant is immediately exercisable for one share of Common Stock at an initial exercise price of $ per share (110% of the public offering price per share of Common Stock and accompanying Public Warrants in this offering) and will expire twelve months from the date of issuance. The Series B Warrants are redeemable by us at a redemption price of $ per Series B Warrant provided that certain conditions precedent are met. The Series A Warrants are not redeemable by us.

We are also offering to those purchasers, if any, whose purchase of Common Stock in this offering would otherwise result in any such purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants (“Pre-Funded Warrants” and, together with the Public Warrants, the “Warrants”) in lieu of shares of our Common Stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding Common Stock. The purchase price for each Pre-Funded Warrant and accompanying Public Warrants will equal the per share public offering price for each share of Common Stock and accompanying Public Warrants in this offering less the $0.001 per share exercise price of each such Pre-Funded Warrant. Each Pre-Funded Warrant will be exercisable upon issuance and will not expire prior to exercise. For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis.

Our Common Stock is quoted for trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “HSDT”. On April 12, 2024, the last reported sales price for our Common Stock was $6.17 per share. The actual public offering price per share and accompanying Public Warrants will be determined between us, the Placement Agent and the investors in the offering, and may be at a discount to the current market price of our Common Stock. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final public offering price. We do not intend to apply for listing of the Public Warrants or Pre-Funded Warrants on any national securities exchange or trading system. Without an active trading market, the liquidity of the Public Warrants and Pre-Funded Warrants will be limited.

An investment in our securities involves a high degree of risk. Before buying any securities you should carefully read the discussion of the material risks of investing in our securities in “Risk Factors” beginning on page 9 of this prospectus.

We have engaged Craig-Hallum Capital Group LLC as our exclusive placement agent (“Craig-Hallum” or the “Placement Agent”) to use its reasonable best efforts to solicit offers to purchase our securities in this offering. The Placement Agent has no obligation to purchase any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. Because there is no minimum offering amount required as a condition to closing in this offering the actual public amount, Placement Agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the Placement Agent, the Placement Agent fees set forth in the table below and to provide certain other compensation to the Placement Agent. See “Plan of Distribution” beginning on page 26 of this prospectus for more information regarding these arrangements.

Neither the U.S. Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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(1)

We have agreed to reimburse the Placement Agent for certain expenses. See “Plan of Distribution” on page 26 of this prospectus for a description of these arrangements.

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(2)

We have agreed to issue to the Placement Agent at the closing of this offering, five-year warrants to purchase shares of Common Stock equal to 5.0% of the shares of Common Stock, and if applicable, Pre-Funded Warrants sold in this offering at an exercise price of $ per share (the “Placement Agent Warrants”).

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The Placement Agent expects to deliver expect to deliver the shares of Common Stock, Pre-Funded Warrants (if any) and accompanying Public Warrants to purchasers in this offering on or about , 2024.

Craig-Hallum

The date of this prospectus is , 2024.