HSDT Helius Medical Technologies Inc

As previously disclosed on the Form 8-K filed June 9, 2017, at the 2017 annual meeting of shareholders of Helius Medical Technologies, Inc. (the “Company”) the shareholders approved an amendment to the Company’s Articles of Incorporation to effect, at the option of the board of directors of the Company (the “Board”), a reverse stock split of the Company’s Class A common stock, no par value (the “Common Stock”) at a ratio ranging from three-for-one (3:1) to seven-for-one (7:1) inclusive, with the effectiveness of the amendment or the abandonment of the amendment, to be determined by the Board prior to the date of the 2018 annual meeting of shareholders.  As previously disclosed on the Form 8-K filed on January 4, 2018, on January 2, 2018 the Board approved the fixing of the ratio for the reverse stock split at five- for-one (the “Reverse Split”).  To effect the Reverse Split, the Company has filed Articles of Amendment to its Articles of Incorporation (the “Reverse Split Amendment”) with the Secretary of State of Wyoming, which became effective after the close of business on January 22, 2018 (the “Effective Date”).  

As a result of the Reverse Split, every five shares of Common Stock issued and outstanding as of the Effective Date were converted into one share of Common Stock.  No fractional shares were issued in connection with the Reverse Split.  Shareholders who otherwise would be entitled to receive a fractional share of Common Stock are instead entitled to receive a cash payment calculated by multiplying such fractional interest by $2.29, the average of the closing sales prices of the Common Stock on the Toronto Stock Exchange (denominated in Canadian dollars and converted into U.S. Dollars using the Bank of Canada nominal noon exchange rate on each such trading date) during regular trading hours for the five consecutive trading days immediately preceding the Effective Date (with such average closing sales prices being adjusted to give effect to the Reverse Split).

As a result of the Reverse Split, proportionate adjustments have been made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock units and warrants issued by us and outstanding immediately prior to the Effective Date, which resulted in a proportionate decrease in the number of shares of Common Stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants.

In addition, the number of shares authorized for future grant under our equity incentive/compensation plans immediately prior to the Effective Date was reduced proportionately.

The Reverse Split reduced the number of shares of Common Stock outstanding from 100,891,246 shares to 20,178,225 shares.

The Common Stock will begin trading on a post-split basis on the OTCQB and the Toronto Stock Exchange on January 23, 2018.  The new CUSIP number for the Common Stock following the Reverse Split is 42328V504.  The Company’s publicly traded common share purchase warrants, which trade on the Toronto Stock Exchange, will continue to trade under their existing CUSIP number 42328V116.

Our transfer agent, Computershare Trust Company of Canada, is acting as exchange agent for the Reverse Split and will send instructions to shareholders of record regarding the exchange of certificates for Common Stock.  Shareholders owning shares via broker or other nominee will have their positions automatically adjusted to reflect the Reverse Split, subject to the broker’s particular processes, and will not be required to take any action in connection with the Reverse Split.

The foregoing summary of the Reverse Split Amendment is qualified entirely by reference to the Reverse Split Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

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