Helius Medical Technologies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On April 24, 2025, Helius Medical Technologies, Inc., a Delaware corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”) pursuant to which the Company sold, in a private placement (the “Offering”), unsecured 20% original issue discount promissory notes with an aggregate principal amount of $1,560,000 (the “Notes”). The Purchase Agreement also provides for the issuance of an aggregate of 1,320,150 shares of common stock of the Company, par value $0.001 per share (the “Shares”) to the Purchasers. The transaction is expected to close on or about April 25, 2025 (the “Closing Date”).
The aggregate gross proceeds to the Company are expected to be $1,300,000, before deducting placement agent fees and expenses. The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes.
Placement Agency Agreement
On April 24, 2025 the Company and Maxim Group LLC (“Maxim”) entered into the placement agency agreement (the “Placement Agency Agreement”) pursuant to which Maxim served as the placement agent in the Offering, pursuant to the terms of a Placement Agency Agreement and received 7% of the gross proceeds of the Offering and reimbursement of the legal fees of its counsel of up to $15,000.
Original Issue Discount Promissory Note
The Notes were issued with an original issue discount of 20%. No interest shall accrue on the Notes unless and until an Event of Default (as defined in the Notes) has occurred, upon which interest shall accrue at a rate of twenty percent (20.0%) per annum. The Notes mature upon the earlier of a) July 24, 2025, b) the closing date of the Company’s next registered offering of securities on Form S-1 (the “Maturity Date”).
The Notes contain certain Events of Default, including but not limited to (i) the Company’s failure to pay any amount of principal, interest, redemption price or other amounts due under the Notes or any other transaction document, (ii) any default under, redemption of, or acceleration prior to maturity of any indebtedness of the Company, as such term is defined in the transaction documents, (iii) bankruptcy of the Company or its subsidiaries, (iv) a final judgement or judgements for the payment of money in excess of $250,000, which is not discharged or stayed pending appeal within 60 days, and (v) any breach or failure to comply with any provision of the Note or any other transaction document. Upon the occurrence of any Event of Default and at any time thereafter, the Purchasers shall have the right to exercise all of the remedies under the Notes.
The Notes also provide for redemption upon a change of control, as such term is defined under the Notes and mandatory redemption upon the receipt of net proceeds from any offering of equity or debt by the Company.
Lock-Up Agreements
Concurrently with the execution of the Purchase Agreement, the directors and executive officers of the Company entered into lock-up agreements (the “Lock-Up Agreements”), pursuant to which they accepted certain restrictions on transfers of shares of common stock held, or to be held, by them beginning on the closing date of the transaction until the Maturity Date pursuant to the terms of the Purchase Agreement. The Company relied upon an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act, as amended and the rules and regulations promulgated thereunder, and/or Rule 506 promulgated thereunder.
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The foregoing descriptions of the Notes, Purchase Agreement, Placement Agency Agreement, and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Notes, Purchase Agreement, Placement Agency Agreement, and the Lock-Up Agreements, forms of which are attached hereto as Exhibit 4.1, 10.1, 10.2, and 10.3, and are each incorporated by reference herein.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 above is incorporated by reference into this Item 3.02. The offer, sale and issuance pursuant to the Purchase Agreement of the Notes and the Shares to the Purchasers were made in reliance upon Section 4(a)(2) of the Securities Act, as amended and the rules and regulations promulgated thereunder, and/or Rule 506 promulgated thereunder.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
| Description |
4.1 | ||
10.1 | ||
10.2 | ||
10.3 | ||
104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HELIUS MEDICAL TECHNOLOGIES, INC. | ||
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Dated: April 25, 2025 |
| By: | /s/ Jeffrey S. Mathiesen |
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| Jeffrey S. Mathiesen |
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| Chief Financial Officer, Treasurer and Secretary |
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