HELIUS MEDICAL TECHNOLOGIES, INC. (OTCMKTS:HSDT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On April11, 2018, Helius Medical Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BTIG, LLC and Echelon Wealth Partners Inc. (together, the “Underwriters”), to issue and sell 2,141,900 shares (the “Shares”) of the Company’s ClassA Common Stock, no par value per share, and warrants to purchase 2,141,900 shares of the Company’s ClassA Common Stock (the “Warrants”) in an underwritten public offering (the “Offering”). The Company intends to enter into a warrant indenture with Computershare Trust Company of Canada (the “Warrant Indenture”) governing the Warrants. The offering price to the public is US$7.47 per Share and accompanying Warrant. The Warrants have an exercise price of CAD$12.25, subject to adjustment in certain circumstances, and will expire April 10, 2021. In addition, the Company has granted the Underwriters a 30-day option to purchase up to an additional 321,285 shares of ClassA common stock and additional warrants to purchase 321,285 shares of ClassA common stock at the public offering price, less the underwriting discounts and commissions (the “Option”). The option may be exercised to acquire either Shares, Warrants or both at the discretion of the Underwriters. The Company expects the Offering to close on April13, 2018, subject to customary closing conditions, including the approval of the Toronto Stock Exchange.
The net proceeds to the Company from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be approximately $14.1million.
The offering is being made in the United States to the Company’s effective registration statement on FormS-3 and an accompanying prospectus (Registration Statement No.333-215286) previously filed with the Securities and Exchange Commission (“SEC”) 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, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, 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.Copies of the Underwriting Agreement and the form of Warrant Indenture are filed as Exhibits1.1 and 4.1 to this Current Report on Form8-K, respectively, and are incorporated herein by reference.The foregoing descriptions of the Underwriting Agreement and the form of Warrant Indenture are qualified in their entirety by reference to such exhibit. A copy of the legal opinions of Holland& Hart LLP as to the legality of the Shares and the shares issuable on exercise of the Warrants, and Cooley LLP as to the enforceability of the Warrants, to be issued and sold in the Offering (in each case including the securities issuable to the Option) are filed as Exhibits5.1 and 5.2 to this Current Report on Form8-K, respectively.
Item 1.01. Other Events.
On April11, 2018, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.01 Exhibits.
(d)Exhibits
Forward-Looking Statements
This Current Report on Form8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the anticipated use of proceeds of the Offering and the timing of completion of the Offering, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.Such risks and uncertainties include, among others, the risks identified in the Company’s filings with theSEC, including those described under the heading “Risk Factors” in the Company’s Annual Report on Form10-K for the year ended December31, 2017, as well as those discussed in the prospectus supplement related to the Offering, the accompanying prospectus to the prospectus supplement related to the Offering, the documents incorporated by reference herein and therein, any related free writing prospectus, and subsequent filings with theSEC. Any of these risks and uncertainties could materially and adversely affect the Company’s results of operations, which would, in turn, have a significant and adverse impact on the Company’s stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.
HELIUS MEDICAL TECHNOLOGIES, INC. ExhibitEX-1.1 2 d569290dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 HELIUS MEDICAL TECHNOLOGIES,…To view the full exhibit click here
About HELIUS MEDICAL TECHNOLOGIES, INC. (OTCMKTS:HSDT)
Helius Medical Technologies, Inc. is a medical technology company focused on neurological wellness. The Company focuses on developing, licensing or acquiring non-invasive platform technologies that amplify the brain’s ability to heal itself. The Company is engaged in the development of its product, the portable neuromodulation stimulator (PoNS) device. The device, when used in combination with physiotherapy, is designed to enhance the brain’s ability to compensate for damage due to trauma or disease. The Company’s PoNS device is designed to induce cranial nerve non-invasive neuromodulation through an increase in stimulation of the facial and trigeminal nerves, which innervate the tongue. The PoNS device is developed to deliver to the tongue a non-invasive neurostimulation, in a form that induces neuromodulation. The PoNS device is an electrical pulse generator that delivers controlled electrical stimulation to the tongue.
