Solana Co

S-11 tm2512050-4_s1.htm S-1

As filed with the Securities and Exchange Commission on May 23, 2025.

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

Helius Medical Technologies, Inc.

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 MAY 23, 2025

PRELIMINARY PROSPECTUS

HELIUS MEDICAL TECHNOLOGIES, INC.

3,448,275 Shares of Common Stock

or

Pre-Funded Warrants to Purchase up to 3,448,275 Shares of Common Stock,

Common Warrants to Purchase up to 3,448,275 Shares of Common Stock

and

Placement Agent Warrants to Purchase up to 172,413 Shares of Common Stock

Up to 7,068,963 Shares of Common Stock Issuable Upon Exercise of the Pre-Funded Warrants, Common Warrants and Placement Agent Warrants

This is a best efforts public offering of 3,448,275 shares of Class A common stock (“common stock” or “Common Stock”) and common warrants (“common warrants”) to purchase up to 3,448,275 shares of common stock for cash or otherwise acquire such greater number of common stock as determined in accordance with the provisions of the common warrant upon a zero cash exercise option. Each common warrant is exercisable at an initial exercise price of $9.79 per share (225% of the public offering price per share and common warrant). The common warrants will be exercisable from issuance and will expire two and one-half (2.5) years after issuance. See “Description of Securities we are Offering.” We are offering each share and common warrant at an assumed combined public offering price of $4.35 per share and accompanying common warrant, which was the last reported sale price of our common stock on the Nasdaq Capital Market on May 21, 2025.

Under the zero cash exercise option of the common warrant, during the period of 90 calendar days following the issue date of the common warrants, a holder of the common warrants has the right to receive, without payment of any additional cash to the Company, an aggregate number of shares equal to the product of (x) the aggregate number of shares of common stock that would be issuable upon a cash exercise of the common warrant and (y) two (2). Accordingly, we believe it is highly unlikely that a holder of the common warrants would pay an exercise price in cash to receive one share of common stock when the holder could instead choose the zero cash exercise option and pay no cash to receive up to fifteen (15) shares of common stock if the exercise price decreases to and equals the floor price at the time of such election. As a result, we will likely not receive any additional funds and do not expect to receive any additional funds upon the exercise of the common warrants. This prospectus also relates to the shares of common stock that are issuable from time to time upon exercise of each of the common warrants. The common warrants also contain certain anti-dilution protections, as further described herein. Please see the section of this prospectus entitled “Description of the Securities We Are Offering” for further information.

In addition, at 4:01 p.m. Eastern time on the 5th trading day after the date of issuance (the “First Reset Date”), the exercise terms of the common warrants will be reset to reflect a price equal to the lower of (i) the exercise price then in effect and (ii) the greater of (a) 80% of lowest daily volume weighted average price (“VWAP”) during the period beginning on the 3 rd trading day after the date of issuance and ending on the First Reset Date, and (b) 50% of the most recent Nasdaq Official Close Price preceding execution of the securities purchase agreement (the “Latest Nasdaq Closing Price”), while the number of shares issuable upon exercise will be increased such that the aggregate exercise price of the common warrants on the issuance date for the shares of common stock underlying the common warrants then outstanding shall remain unchanged. Subsequently, at 4:01 p.m. Eastern time on the 10th trading day after the date of issuance (the “Second Reset Date”), the exercise terms of the common warrants will be reset to reflect a price equal to the lower of (i) the exercise price then in effect and (ii) the greater of (a) 80% of lowest VWAP during the period beginning on the 8 th trading day after the date of issuance and ending on the Second Reset Date, and (b) 30% of the Latest Nasdaq Closing Price, while the number of shares issuable upon exercise will be increased such that the aggregate exercise price of the common warrants on the issuance date for the shares of common stock underlying the common warrants then outstanding shall remain unchanged. Any reduction to the exercise price of the common warrants and resulting increase in the shares of common stock underlying the common warrants will be subject to a floor price. The floor price will be equal to 30% of the most recent Nasdaq Official Closing Price of the shares of common stock preceding execution of the securities purchase agreement.

If all of the common warrants offered to investors in this offering are exercised on a zero cash basis at the floor price of the common warrants (assuming a Nasdaq Closing Price of $4.35), an aggregate of 51,724,125 shares would be issued upon such zero cash exercise without payment to us of any additional cash. The common warrants will be exercisable from issuance, as further described in “Description of Securities we are Offering — Common Warrants”.

We are also offering to certain purchasers whose purchase of common stock and common warrants in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses in lieu of common stock and common warrants, up to 3,448,275 pre-funded warrants (the “pre-funded warrants”) and up to 3,448,275 common warrants. The purchase price of each pre-funded warrant and common warrant will be equal to the public offering price for the common stock and common warrants in this offering, minus $0.001, and the exercise price of each pre-funded warrant is $0.001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. For each pre-funded warrant that we sell, the number of shares of common stock we are offering will be reduced on a one-for-one basis. Because a common warrant is being sold together in this offering with each common stock and, in the alternative, each pre-funded warrant to purchase one share of common stock, the number of common warrants sold in this offering will not change as a result of a change in the mix of the common stock and pre-funded warrant sold. The common stock and pre-funded warrants, and the accompanying common warrants, as the case may be, can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance. Pursuant to the registration statement related to this prospectus, we are also registering the shares of common stock issuable upon exercise of the common warrants and pre-funded warrants offered hereby.

We collectively refer to the shares of common stock, pre-funded warrants and common warrants offered hereby, including the shares of common stock underlying the pre-funded warrants and common warrants, as the “securities.”

The actual public offering price per common stock and common warrants will be determined between the placement agent and us at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business, and may be at a discount to the current market price. See “Plan of Distribution” for additional information. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “HSDT.” On May 21, 2025, the last reported sale price of our common stock on Nasdaq was $4.35 per share. There is no established trading market for the pre-funded warrants or common warrants, and we do not expect a market to develop. We do not intend to apply for a listing of the pre-funded warrants or common warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of such securities will be limited.

We have engaged Maxim Group LLC as our exclusive placement agent (“Maxim” 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 25 of this prospectus for more information regarding these arrangements.

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(1)

We have agreed to reimburse the placement agent for certain expenses. See “Plan of Distribution” of this prospectus for a description of these arrangements.

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We have agreed to issue to the placement agent warrants to purchase the number of shares of common stock equal to 5.0% of the aggregate number of shares of common stock and/or pre-funded warrants sold in this offering. The placement agent warrants will be identical to the common warrants.

We are a “smaller reporting company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. See “Prospectus Summary — Implications of Being a Smaller Reporting Company.” This prospectus complies with the requirements that apply to an issuer that is a smaller reporting company.

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.

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.

Sole Book-Running Manager

Maxim Group LLC

The date of this prospectus is May , 2025