SEC Form SC 13G/A filed by Helius Medical Technologies Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Helius Medical Technologies, Inc. (the “Issuer”)

642 Newtown Yardley Rd., Suite 100

Newtown, PA 18940

This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons", with respect to the shares of Common Stock of the Company:

102 Via Los Altos

Tiburon, CA 94920

102 Via Los Altos

Tiburon, CA 94920

c/o Columbus Capital Management, LLC

102 Via Los Altos

Tiburon, CA 94920

Class A Common Stock, $0.001 par value (“Common Stock”)

42328V504

(e) [x] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E)

(g) [x] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

Note 4:

Columbus Capital Management, LLC is an SEC Exempt Reporting Adviser. Columbus Capital Management, LLC, which serves as the general partner and investment manager to each of Columbus Capital Partners, L.P. (collectively the "Fund"), and Mr. Matthew D. Ockner, as Managing Member of Columbus Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Fund. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Fund expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that the Fund is the beneficial owner of any of the securities reported herein.

Note 5:

This amount comprises beneficial ownership of 324,684 shares of Common Stock which consists of (i) 278,010 shares of Common Stock and (ii) 46,674 shares of Common Stock issuable upon exercise of certain warrants held by Columbus Capital Partners, L.P. (the "Warrants"). All such shares of Common Stock in the aggregate represent beneficial ownership of approximately 8.5% of the Common Stock based on (i) 2,393,611 shares of Common Stock outstanding as of November 4, 2021 represented in the 10-Q filed with the Securities and Exchange Commission ("SEC") on November 9, 2021, (ii) 46,674 shares of Common Stock issuable upon the exercise of the Warrants, and (iii) 1,385,031 shares of Common Stock issued as represented in the 8-K filed with the SEC on November 12, 2021.

Note 6:

This amount comprises 377,414 shares of Common Stock which consists of (i) 85,000 shares of Common Stock held solely by Matthew D. Ockner plus shares as follows held by Columbus Capital Partners, L.P. (ii) 278,010 shares of Common Stock and (iii) 14,404 shares of Common Stock issuable upon exercise of the Warrants. All such shares of Common Stock in the aggregate represent ownership of approximately 9.95% of the Common Stock, based on (i) 2,393,611 shares of Common Stock outstanding as of November 4, 2021 represented in the 10-Q filed with the SEC on November 9, 2021, (ii) 14,404 shares of Common Stock issuable upon exercise of the Warrants and (iii) 1,385,031 shares of Common Stock as represented in the 8-K filed with the SEC on November 12, 2021. The foregoing excludes 32,270 shares of Common Stock issuable upon exercise of the Warrants because the Warrants contains a blocker provision under which the holder thereof does not have the right to exercise the Warrants to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates and any other person or entity acting as a group together with the holder of any of the holder's affiliates, of more than 9.95% of the Common Stock. Without such blocker provisions, Matthew D. Ockner may have been deemed to have beneficial ownership of 409,684 shares of Common Stock.

Not Applicable.

See Note 4 above.

See Note 4 above.

Not Applicable.

Not Applicable.

Each of the Reporting Persons makes the following certification:

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022

COLUMBUS CAPITAL PARTNERS, L.P.

By: /s/ Matthew D. Ockner

Name: Matthew D. Ockner

Title: Managing Member

COLUMBUS CAPITAL MANAGEMENT, LLC

By: /s/ Matthew D. Ockner

Name: Matthew D. Ockner

Title: Managing Member

MATTHEW D. OCKNER

By: /s/ Matthew D. Ockner

EXHIBIT A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referenced to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the rules thereunder may be filed on each of his, her or its behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1(k).