Solana Co
For the period ended Apr 21, 2025. Filed Mar 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 21, 2025 · Filed Mar 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.** **)
Filed by the Registrant☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
HELIUS MEDICAL TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
March 25, 2025
To our Stockholders:
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Helius Medical Technologies, Inc. will be held on Monday, April 21, 2025, at 9:00 a.m. Eastern Time to conduct the following items of business:
| ● | Proposal 1: To elect six directors named in the accompanying proxy statement, each to serve for a one-year term until our 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal; |
| ● | Proposal 2: To ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the year ending December 31, 2025; |
| ● | Proposal 3: To approve, pursuant to Nasdaq listing rules, the issuance of up to 6,213,888 shares of our common stock upon the exercise of existing Series C and Series D warrants to purchase common stock issued to warrantholders in connection with the Warrant Exercise and Inducement Letters dated January 21, 2025; |
| ● | Proposal 4: To approve an amendment to our Certificate of Incorporation to effect a reverse split of our outstanding Class A common stock at a ratio 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 Class A common stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements; |
| ● | Proposal 5: To authorize one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposals 3 or 4; and |
| ● | To conduct any other business properly brought before the Annual Meeting, or any postponement or the adjournment of such meeting. |
Our Board of Directors unanimously recommends that you voteFOR the election of each director nominee andFOR Proposals 2, 3, 4 and 5.
The Annual Meeting will be a completely virtual meeting conducted via live webcast. You will be able to attend the Annual Meeting online, vote electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/HSDT2025 and entering your 16-digit control number. You will not be able to attend the Annual Meeting in person.
Even if you are planning on attending the Annual Meeting online, please promptly submit your proxy vote via the Internet, by telephone, or by completing, dating, signing and returning the enclosed proxy card or voting instruction card, so your shares will be represented at the Annual Meeting. Instructions on voting your shares are in the proxy materials you received for the Annual Meeting.
Details regarding admission to the virtual Annual Meeting and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. You are entitled to vote at our Annual Meeting and any adjournments or postponements thereof only if you were a stockholder as of March 12, 2025.
Your vote is important. Whether or not you plan to attend the Annual Meeting online, please submit your proxy vote as soon as possible so that your shares can be voted at our Annual Meeting in accordance with your instructions. If you attend the meeting, you may revoke your proxy in accordance with the procedures set forth in the accompanying proxy statement and vote in person.
Thank you for your continued support of Helius Medical Technologies.
Sincerely,
President and Chief Executive Officer
642 Newtown Yardley Road, Suite 100
Newtown, Pennsylvania 18940
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 21, 2025
Notice is hereby given that the 2025 Annual Meeting of Stockholders of Helius Medical Technologies, Inc. (the “Company,” “Helius,” “we” or “us”) will be held on Monday, April 21, 2025, at 9:00 a.m. Eastern Time, as a virtual meeting at www.virtualshareholdermeeting.com/HSDT2025. At the 2025 Annual Meeting of Stockholders or any adjournment or postponement thereof (the “Annual Meeting”), you will be asked to consider and vote upon the following proposals:
| ● | Proposal 1 – To elect six directors named in the accompanying proxy statement, each to serve for a one-year term until the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal; |
| ● | Proposal 2 – To ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the year ending December 31, 2025; |
| ● | Proposal 3 – To approve, pursuant to Nasdaq listing rules, the issuance of up to 6,213,888 shares of our common stock upon the exercise of existing Series C and Series D warrants to purchase common stock issued to warrantholders in connection with the Warrant Exercise and Inducement Letters dated January 21, 2025; |
| ● | Proposal 4 – To approve an amendment to our Certificate of Incorporation to effect a reverse split of our outstanding Class A common stock at a ratio 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 Class A common stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements; and |
| ● | Proposal 5 – To authorize one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposals 3 or 4. |
We expect to conduct any other business properly brought before the Annual Meeting.
Through the website above, you will be able to attend the Annual Meeting online, vote electronically, view the list of stockholders entitled to vote at the Annual Meeting and submit your questions during the Annual Meeting. Your attention is directed to the accompanying proxy statement which is set forth on the following pages, where details regarding how to attend the Annual Meeting online and the foregoing items of business are more fully described. The Board of Directors has fixed the close of business on March 12, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record at the close of business on March 12, 2025 are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournment thereof.
Our Board of Directors unanimously recommends that you voteFOR the election of each director nominee andFOR Proposals 2, 3, 4 and 5.
Your vote is extremely important, regardless of the number of shares of Class A common stock you own. Whether or not you plan to virtually attend the Annual Meeting, you are respectfully requested by the Board of Directors to promptly submit your proxy by telephone or over the Internet in accordance with the instructions on the proxy card or voting instruction card or sign, date and return the proxy card or voting instruction card. If you received this notice and the accompanying proxy statement in the mail, a return envelope is enclosed for your convenience. This will not prevent you from voting at the Annual Meeting since you may revoke your proxy at any time prior to the Annual Meeting or vote electronically at the Annual Meeting, but submitting your proxy will help to ensure the presence of a quorum at the Annual Meeting and avoid added proxy solicitation costs.
By Order of the Board of Directors,
Jeffrey S. MathiesenChief Financial Officer, Treasurer and Secretary
Newtown, PennsylvaniaMarch 25, 2025
Important Notice Regarding the Availability of Proxy Materials for the
Helius Medical Technologies, Inc. Annual Meeting of Stockholders to be Held on Monday, April 21, 2025:
The Notice of Annual Meeting of Stockholders, accompanying proxy statement and annual report to
stockholders are available atwww.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.