HSDT Helius Medical Technologies Inc

Item 1.01                                           Entry into a Material Definitive Agreement.

On November 10, 2021, Helius Medical Technologies, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Underwriter”) relating to the issuance and sale of 1,204,375 shares of the Company’s Class A common stock, par value $0.001 per share, at a price to the public of $8.00 per share and a price to the Underwriter of $7.36 per share, representing an underwriting discount of 8.0%. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days, to purchase up to an additional 180,656 shares of common stock on the same terms, which the Underwriter has exercised in full. The offering is expected to close on November 12, 2021, subject to customary closing conditions.

The offering was made pursuant to an effective registration statement on Form S-3 (File No. 333-236101), previously filed with the Securities and Exchange Commission (the “Commission”), and declared effective by the Commission on February 6, 2020. A preliminary prospectus supplement and prospectus supplement relating to the offering have been filed with the Commission.

The net proceeds to the Company from this offering are expected to be approximately $9.8 million including the Underwriter’s exercise of its option to purchase additional shares in full after deducting underwriting discounts and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for funding operations, working capital and general corporate purposes.

The Underwriting Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of this type. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended.  In addition, pursuant to the terms of the Underwriting Agreement, the Company and its executive officers and directors have entered into agreements providing that the Company and each of these persons may not, without the prior written approval of the Underwriter, subject to limited exceptions, offer, sell, transfer or otherwise dispose of the Company’s securities for a period of 90 days following the date of the Underwriting Agreement.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 1.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were only for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

A copy of the opinion of Honigman LLP as to the legality of the shares of common stock to be issued and sold in the offering and related consent is attached as Exhibit 5.1 hereto.