HELIUS MEDICAL TECHNOLOGIES, INC. (OTCMKTS:HSDT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On November 22, 2019, Helius Medical Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC and Haywood Securities Inc. (together, the “Underwriters”), to issue and sell 2,922,152 shares of Class A common stock of the Company (“Common Stock”), in an underwritten public offering (the “Underwritten Offering”). The offering price to the public is $0.35 per share of Common Stock, and the Underwriters have agreed to purchase the shares from the Company to the Underwriting Agreement at a weighted average price of $0.33 per share.
On November 22, 2019, the Company also entered into a series of subscription agreements with certain investors (collectively, the “Investors”). to the subscription agreements, the Company has agreed to issue directly to the Investors an aggregate of 1,892,858 shares of Common Stock at a price of $0.35 per share (the “Direct Offering” and, together with the Underwritten Offering, the “Offering”). to the Underwriting Agreement, the Underwriters are also serving as placement agents in connection with the Direct Offering and will receive a cash fee equal to $0.02 per share for shares sold in the Direct Offering.
The Company estimates that the gross proceeds from the Offering will be approximately $1.7 million, before deducting underwriting discounts and commissions and estimated offering expenses. The closing of the Offering is expected to occur on November 26, 2019, subject to customary closing conditions.
The Offering is being made in the United States to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-215286) and an accompanying prospectus previously filed with the Securities and Exchange Commission and a preliminary and final prospectus supplement thereunder, and in Canada to the Company’s MJDS short form base shelf prospectus previously filed with the securities regulatory authorities in all provinces of Canada, 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, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), 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.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the form of subscription agreement is filed as Exhibit 10.1 and incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the subscription agreements are qualified in their entirety by reference to such exhibits. A copy of the opinion of Cooley LLP as to the legality of the shares of Common Stock to be issued and sold in the Offering and related consent is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On November 21, 2019, the Company issued a press release announcing the proposed Offering. On November 22, 2019, the Company issued a press release announcing that it had priced the Offering. Copies of the press releases are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
