Helius Medical Technologies Announces Pricing of $9.1 Million Public Offering

Rhea-AI Summary

Helius Medical Technologies (NASDAQ: HSDT) has announced pricing for a $9.1 million public offering, consisting of 2,768,600 shares of Class A common stock and accompanying warrants. The combined offering is priced at $3.27 per share and warrant. Each warrant will be exercisable for 2.5 years at an initial exercise price of $7.3575 per share, with adjustment provisions and a zero cash exercise option allowing exchange for 2.0 common shares. Maxim Group LLC is serving as the sole placement agent, with the offering expected to close on June 6, 2025. The company, which focuses on therapeutic neuromodulation for balance and gait deficits, will use the proceeds to support its business objectives.

Positive

• Gross proceeds of $9.1 million will strengthen the company's capital position
• Warrants include flexible exercise options including zero cash exercise feature
• Successfully secured placement agent Maxim Group LLC for the offering

Negative

• Potential dilution for existing shareholders through new share issuance
• Offering price of $3.27 may represent a discount to market price
• Additional dilution possible through warrant exercises

Insights

Financial Analyst

Helius Medical secured $9.1M through dilutive financing with complex warrant structure, potentially signaling cash constraints.

Helius Medical Technologies has announced a $9.1 million public offering through the sale of 2,768,600 shares of Class A common stock (or equivalents) paired with warrants to purchase an equal number of shares. This capital raise represents a significant financing event for the neurotech company, which focuses on therapeutic neuromodulation for balance and gait deficits.

The offering is structured at $3.27 per share with accompanying warrants. Looking deeper at the terms, the warrants have a 2.5-year expiration with an initial exercise price of $7.3575 per share, subject to potential adjustments at predefined reset dates and a price floor. Notably, these warrants include a zero-cash exercise option allowing holders to exchange each warrant for 2.0 common shares without additional payment, which creates potential for further dilution.

This financing structure suggests the company faced challenges raising capital through less dilutive means. The complex warrant terms, including reset provisions and zero-cash exercise options, indicate investor risk concerns that required additional sweeteners. Companies typically resort to such structures when they need capital urgently and simpler equity offerings wouldn't generate sufficient investor interest.

The inclusion of Maxim Group as placement agent, a firm that frequently works with smaller-cap companies needing capital, aligns with this assessment. This raise likely provides Helius with necessary operational runway while it works toward commercialization and reimbursement for its PoNS device, but comes at the cost of potential future dilution beyond the initial share issuance. The closing is expected on June 6, 2025, pending customary conditions.

NEWTOWN, Pa., June 04, 2025 (GLOBE NEWSWIRE) -- Helius Medical Technologies, Inc. (NASDAQ: HSDT) (“Helius” or the “Company”), a neurotech company focused on delivering a novel therapeutic neuromodulation approach for balance and gait deficits, today announced the pricing of its public offering of an aggregate of 2,768,600 shares of its Class A common stock (or common stock equivalents), and warrants to purchase up to 2,768,600 shares of common stock, at a combined public offering price of $3.27 per share and accompanying warrants.

Each Warrant will expire two and one-half (2.5) years from the issuance, will be immediately exercisable upon issuance at an initial exercise price of $7.3575 per share, subject to adjustment on the First Reset Date and the Second Reset Date (as defined in the warrants) and subject to a floor price therein. The warrants may also be exercised on a zero cash exercise option pursuant to which the holder may exchange each warrant for 2.0 common shares.

Gross proceeds to the Company, before deducting placement agent fees and other offering expenses, are expected to be $9.1 million. The offering is expected to close on June 6, 2025, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

A registration statement on Form S-1 (File No. 333-287572) was filed with the U.S. Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on June 4, 2025. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. The offering is being made only by means of a prospectus forming part of the effective registration statement. Electronic copies of the prospectus relating to this offering, when available, may also be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

Forward Looking Statements

Certain statements in this news release are not based on historical facts and constitute forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws. All statements other than statements of historical fact included in this news release are forward-looking statements that involve risks and uncertainties. Forward-looking statements are often identified by terms such as “believe,” “expect,” “continue,” “will,” “goal,” “aim” and similar expressions. Such forward-looking statements include, among others, statements regarding the completion of the public offering. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those expressed or implied by such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include uncertainties associated with the Company’s capital requirements to achieve its business objectives, availability of funds, the Company’s ability to find additional sources of funding, manufacturing, labor shortage and supply chain risks, including risks related to manufacturing delays, the Company’s ability to obtain national Medicare insurance coverage and to obtain a reimbursement code, the Company’s ability to continue to build internal commercial infrastructure, secure state distribution licenses, market awareness of the PoNS device, future clinical trials and the clinical development process, the product development process and the FDA regulatory submission review and approval process, other development activities, ongoing government regulation, and other risks detailed from time to time in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and its other filings with the United States Securities and Exchange Commission and the Canadian securities regulators, which can be obtained from either at www.sec.gov or www.sedar.com. The reader is cautioned not to place undue reliance on any forward-looking statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company assumes no obligation to update any forward-looking statement or to update the reasons why actual results could differ from such statements except to the extent required by law.

Investor Relations Contact:
Philip Trip Taylor
Gilmartin Group
investorrelations@heliusmedical.com

FAQ

What is the size and price of Helius Medical Technologies' (HSDT) public offering?

Helius Medical Technologies priced a $9.1 million public offering at $3.27 per share and accompanying warrant, consisting of 2,768,600 shares of Class A common stock and warrants.

When will HSDT's public offering close?

The offering is expected to close on June 6, 2025, subject to customary closing conditions.

What are the terms of the warrants in HSDT's offering?

The warrants expire in 2.5 years, are immediately exercisable at $7.3575 per share (subject to adjustments), and include a zero cash exercise option to exchange each warrant for 2.0 common shares.

Who is the placement agent for Helius Medical Technologies' offering?

Maxim Group LLC is acting as the sole placement agent for the offering.

How will HSDT use the proceeds from the public offering?

The proceeds will support the company's business objectives, including their work in therapeutic neuromodulation for balance and gait deficits.