Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 03:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Helius
Medical Technologies, Inc. |
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(Name of Issuer) |
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Class A Common Stock, par value
$0.001 per share |
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(Title of Class of
Securities) |
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December 31, 2020 |
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(Date of Event Which Requires Filing
of this Statement) |
Check the
appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X]
Rule 13d-1(b)
[_]
Rule 13d-1(c)
[_]
Rule 13d-1(d)
__________
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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| 1. |
NAME OF REPORTING PERSONS |
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Armistice Capital, LLC |
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| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
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(a) [_] |
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(b) [_] |
| 3. |
SEC USE ONLY |
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| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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| 5. |
SOLE VOTING POWER |
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0 |
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| 6. |
SHARED VOTING POWER |
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77,888 |
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| 7. |
SOLE DISPOSITIVE POWER |
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0 |
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| 8. |
SHARED DISPOSITIVE POWER |
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77,888 |
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| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
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77,888 |
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| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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[_] |
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| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
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4.99% |
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| 12. |
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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IA, OO |
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| 1. |
NAME OF REPORTING PERSONS |
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Steven Boyd |
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| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
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(a) [_] |
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(b) [_] |
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| 3. |
SEC USE ONLY |
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| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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| 5. |
SOLE VOTING POWER |
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0 |
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| 6. |
SHARED VOTING POWER |
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77,888 |
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| 7. |
SOLE DISPOSITIVE POWER |
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0 |
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| 8. |
SHARED DISPOSITIVE POWER |
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77,888 |
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| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
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77,888 |
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|
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| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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[_] |
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| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
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4.99% |
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| 12. |
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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IN, HC |
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| Item 1. |
(a). |
Name of Issuer: |
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Helius Medical Technologies,
Inc. |
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(b). |
Address of Issuer's Principal Executive
Offices: |
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642
Newtown Yardley Road, Suite 100
Newtown, Pennsylvania
United States of America
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| Item 2. |
(a). |
Name of Person Filing: |
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Armistice Capital, LLC
Steven Boyd
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(b). |
Address of Principal Business Office, or if None,
Residence: |
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Armistice Capital, LLC
510
Madison Avenue, 7th Floor
New
York, New York 10022
United States of America
Steven Boyd
c/o
Armistice Capital, LLC
510
Madison Avenue, 7th Floor
New
York, New York 10022
United States of America
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(c) |
Citizenship: |
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Armistice Capital, LLC – Delaware
Steven Boyd – United States of America
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(d). |
Title of Class of Securities: |
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Class A Common Stock, par value
$0.001 per share |
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(e). |
CUSIP Number: |
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42328V504 |
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Item 3. |
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If This Statement is filed pursuant
to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the
person filing is a |
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(a) |
[_] |
Broker or dealer registered under
Section 15 of the Exchange Act (15 U.S.C. 78c). |
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(b) |
[_] |
Bank as defined in Section 3(a)(6) of
the Exchange Act (15 U.S.C. 78c). |
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(c) |
[_] |
Insurance company as defined in
Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
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(d) |
[_] |
Investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8). |
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(e) |
[X] |
An investment adviser in accordance
with §
240.13d-1(b)(1)(ii)(E); |
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(f) |
[_] |
An employee benefit plan or endowment
fund in accordance with §
240.13d-1(b)(1)(ii)(F); |
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(g) |
[X] |
A parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
[_] |
A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C.1813); |
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(i) |
[_] |
A church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
[_] |
Group, in accordance with
s.240.13d-1(b)(1)(ii)(J). |
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| Item 4. |
Ownership. |
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Provide the following information
regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially
owned: |
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Armistice Capital, LLC – 77,888
Steven Boyd – 77,888
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(b) |
Percent of class: |
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Armistice Capital, LLC – 4.99%
Steven Boyd – 4.99%
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(c) |
Number of shares as to which the
person has: |
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(i) |
Sole power to vote or to direct the
vote |
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Armistice Capital, LLC – 0
Steven Boyd – 0
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(ii) |
Shared power to vote or to direct the
vote |
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Armistice Capital, LLC – 77,888
Steven Boyd – 77,888
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(iii) |
Sole power to dispose or to direct the
disposition of |
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Armistice Capital, LLC – 0
Steven Boyd – 0
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(iv) |
Shared power to dispose or to direct the
disposition of |
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Armistice Capital, LLC – 77,888
Steven Boyd – 77,888
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Item 5. |
Ownership of Five Percent or Less of
a Class. |
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the
class of securities, check the following [X]. |
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| Item 6. |
Ownership of More Than Five Percent
on Behalf of Another Person. |
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If any other person is known to have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities,
a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not
required. |
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An advisory client of Armistice
Capital, LLC, has the right to receive dividends from, and the
proceeds from the sale of, the reported securities. |
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Item 7. |
Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company. |
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If a parent holding company has filed
this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate
under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary. |
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N/A |
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| Item 8. |
Identification and Classification of
Members of the Group. |
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If a group has filed this schedule
pursuant to §240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the
group. If a group has filed this schedule pursuant to
§240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the
identity of each member of the group. |
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N/A |
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| Item 9. |
Notice of Dissolution of
Group. |
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Notice of dissolution of a group may
be furnished as an exhibit stating the date of the dissolution and
that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the
group, in their individual capacity. See Item
5. |
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N/A |
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| Item 10. |
Certification. |
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By signing below I certify that, to
the best of my knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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Armistice Capital, LLC |
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By: /s/ Steven Boyd |
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Steven Boyd |
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Managing Member |
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/s/ Steven Boyd |
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Steven Boyd |
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See s.240.13d-7 for other parties for whom copies are to be
sent.
Attention. Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Amendment No. 1 to Schedule 13G
dated February 16, 2021 relating to the Class A Common Stock, par
value $0.001 per share, of Helius Medical Technologies, Inc. shall
be filed on behalf of the undersigned.
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Armistice Capital, LLC |
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By: /s/ Steven Boyd |
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Steven Boyd |
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Managing Member |
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/s/ Steven Boyd |
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Steven Boyd |
