HELIUS MEDICAL TECHNOLOGIES, INC. (OTCMKTS:HSDT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

On January 27, 2020, Helius Medical Technologies, Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its Class A common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $11,340,000, through Wainwright as its sales agent. The issuance and sale, if any, of Common Stock by the Company under the Sales Agreement is subject to the effectiveness of the Company’s registration statement on Form S-3, to be filed with the Securities and Exchange Commission on January 27, 2020. The Company makes no assurances as to if or whether the registration statement will become effective or, if it does become effective, as to the continued effectiveness of the registration statement.

Wainwright may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Capital Market, or any other existing trading market in the United States for the Common Stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law. Wainwright is not required to sell any specific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Wainwright and the Company. The Company will pay Wainwright a commission equal to three percent (3.0%) of the gross proceeds of any shares of Common Stock sold under the Sales Agreement. The Company also has agreed to provide indemnification and contribution to Wainwright with respect to certain liabilities, including liabilities under the Securities Act or the Exchange Act of 1934, as amended. No sales of Common Stock under the Sales Agreement will be made in Canada, to anyone known by Wainwright to be a resident of Canada or over or through the facilities of the Toronto Stock Exchange.

The Company is not obligated to make any sales of Common Stock under the Sales Agreement. The offering of shares of Common Stock to the Sales Agreement will terminate upon the earlier of (i) the issuance and sale of all of the Common Stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

(d) Exhibits