Item 1.01. Entry into a Material Definitive Agreement.

On April 11, 2018, Helius Medical Technologies, Inc. (the “ Company ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with BTIG, LLC and Echelon Wealth Partners Inc. (together, the “ Underwriters ”), to issue and sell 2,141,900 shares (the “ Shares ”) of the Company’s Class A Common Stock, no par value per share, and warrants to purchase 2,141,900 shares of the Company’s Class A Common Stock (the “ Warrants ”) in an underwritten public offering (the “ Offering ”). The Company intends to enter into a warrant indenture with Computershare Trust Company of Canada (the “ Warrant Indenture ”) governing the Warrants. The offering price to the public is US$7.47 per Share and accompanying Warrant. The Warrants have an exercise price of CAD$12.25, subject to adjustment in certain circumstances, and will expire April 10, 2021. In addition, the Company has granted the Underwriters a 30-day option to purchase up to an additional 321,285 shares of Class A common stock and additional warrants to purchase 321,285 shares of Class A common stock at the public offering price, less the underwriting discounts and commissions (the “ Option ”). The option may be exercised to acquire either Shares, Warrants or both at the discretion of the Underwriters. The Company expects the Offering to close on April 13, 2018, subject to customary closing conditions, including the approval of the Toronto Stock Exchange.

The net proceeds to the Company from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be approximately $14.1 million.

The offering is being made in the United States pursuant to the Company’s effective registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-215286) previously filed with the Securities and Exchange Commission (“ SEC ”) and a preliminary and final prospectus supplement thereunder, and in Canada pursuant to the Company’s MJDS short-form base shelf prospectus previously filed with the securities regulatory authorities in all provinces of Canada, pursuant to the Multijurisdictional Disclosure System, and a preliminary and final prospectus supplement thereunder.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Copies of the Underwriting Agreement and the form of Warrant Indenture are filed as Exhibits 1.1 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the form of Warrant Indenture are qualified in their entirety by reference to such exhibit. A copy of the legal opinions of Holland & Hart LLP as to the legality of the Shares and the shares issuable on exercise of the Warrants, and Cooley LLP as to the enforceability of the Warrants, to be issued and sold in the Offering (in each case including the securities issuable pursuant to the Option) are filed as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K, respectively.