As filed with the Securities and Exchange Commission on July 7, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
HELIUS MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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36-4787690
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number.)
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642 Newtown Yardley Road, Suite 100
Newtown, Pennsylvania
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18940
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(Address of principal executive offices)
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(Zip code)
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Helius Medical Technologies,
Inc. 2021 Inducement Plan
(Full title of the plan)
Dane C. Andreeff
President and Chief Executive Officer
Helius Medical Technologies, Inc.
642 Newtown Yardley Road, Suite 100
Newtown, Pennsylvania 18940
(215) 944-6100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Phillip
D. Torrence, Esq.
Meredith Ervine, Esq.
Honigman LLP
650 Trade
Center Way, Suite 200
Kalamazoo, Michigan 49002-0402
(269) 337-7700
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per
share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Class A common stock, $0.001 par value per
share
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Helius Medical Technologies, Inc. 2021 Inducement
Plan
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18,000(2)
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$16.45(4)
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$296,100.00
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$32.31
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Helius Medical Technologies, Inc. 2021 Inducement
Plan
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82,000(3)
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$16.71(5)
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$1,370,220.00
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$149.50
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, (the
Securities Act), this Registration Statement shall also cover any additional shares of Registrants Class A common stock that become issuable under the plan set forth herein by reason of any stock dividend, stock
split, reclassification, recapitalization, spin-off or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrants Class A
common stock, as applicable.
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(2)
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Represents shares of Class A common stock issuable upon exercise of options that have been granted under the
Helius Medical Technologies, Inc. 2021 Inducement Plan (the Inducement Plan).
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(3)
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Represents shares of Class A common stock available for future issuance under the Inducement Plan.
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(4)
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Estimated solely for the purpose of calculating the registration fee pursuant to paragraph (h) of Rule 457
under the Securities Act. The proposed maximum offering price per share is based upon the weighted average exercise price for the shares of Class A common stock underlying outstanding options pursuant to Rule 457(h) under the Securities Act.
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(5)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c)
and Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based on the average of the high and low prices of the Registrants Class A common stock as reported on the Nasdaq Capital Market on
June 30, 2021.
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