acquire all of the outstanding shares of HMI, a Delaware
corporation, and to seek a listing on a recognized stock
Reincorporation in Wyoming
On May 23, 2014, we changed our name to “Helius Medical
Technologies, Inc.” and filed articles of continuation with the
Wyoming Secretary of State office to reincorporate from being a
corporation governed by the BCBCA to a corporation governed by the
Wyoming Business Corporation Act.
Acquisition of NeuroHabilitation Corporation and Concurrent
On June 13, 2014, we completed the acquisition of
NeuroHabilitation Corporation, or NHC, by way of an agreement and
plan of merger. We refer to this transaction as the Reverse Merger.
Pursuant to the agreement and plan of merger, HMT Mergersub, Inc.,
our wholly owned subsidiary, merged with and into NHC with NHC as
the surviving corporation. In connection with the Reverse Merger,
we issued an aggregate of 7,060,016 shares of our common stock to
the former shareholders of HMI. The Reverse Merger was deemed to be
a capital transaction in substance and recorded as a reverse
recapitalization of NHC whereby NHC is deemed to be the continuing,
surviving entity for accounting purposes, but through
reorganization, has deemed to have adopted the capital structure of
Helius. On December 21, 2018, NHC changed its name to Helius
In connection with the Reverse Merger, we completed a non-brokered private placement
financing of $7.02 million (CAD$7.62 million) by issuing
3,048,000 subscription receipts. Pursuant to its terms, each
subscription receipt automatically converted into one unit upon
satisfaction of certain escrow release conditions, which had been
satisfied. Each unit consisted of one share of our common stock and
one-half of one share
purchase warrant with each whole warrant being exercisable at
CAD$5.00 per share for a period of two years.
Change in Functional Currency
Prior to April 1, 2018, our functional currency was the
Canadian dollar, or CAD$. We re-assessed our functional currency and
as of April 1, 2018, our functional currency changed from the
CAD$ to the U.S. dollar based on management’s analysis of changes
in the primary economic environment in which we operate. The change
in functional currency was accounted for prospectively from
April 1, 2018 and financial statements prior to and including
the period ended March 31, 2018 were not restated for the
change in functional currency.
Reincorporation in Delaware
On June 28, 2018, at our 2018 Annual Meeting of Shareholders,
our shareholders approved our reincorporation from the state of
Wyoming to the state of Delaware. On July 20, 2018, we
completed the reincorporation to the state of Delaware.
Formation of Helius NeuroRehab Inc.
In January 2019, we formed Helius NeuroRehab, Inc., or HNR, a
Delaware corporation, which is a wholly owned subsidiary of Helius
Medical Technologies, Inc. to operate a clinic focusing on the
delivery of PoNS Treatment to patients with balance and gait
disorders if and when FDA clearance is received.
Formation of Helius Canada Acquisition Ltd.
On October 10, 2019, we formed Helius Canada Acquisition Ltd.,
or HCA, a company incorporated under the federal laws of Canada,
which is a wholly owned subsidiary of Helius Medical Technologies
(Canada), Inc., or HMC, a company incorporated under the federal
laws of Canada, which acquired Heuro Canada, Inc., or Heuro, from
Health Tech Connex Inc., or HTC, on October 30, 2019 (see Note
2 to our audited consolidated financial statements included
elsewhere in this prospectus).