[8-K] Helius Medical Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Helius Medical Technologies (NASDAQ: HSDT) has reported a significant amendment to its 2022 Equity Incentive Plan following stockholder approval at a special meeting held on May 23, 2025. The amendment, initially adopted by the Board on April 22, 2025, has resulted in a substantial increase in the company's equity compensation pool.

Key developments:

• The Plan's share pool increased to 7.1 million shares on June 16, 2025
• The increase represents 20% of Fully Diluted Shares following the company's first registered offering after May 15, 2025
• The amendment was triggered by the completion of a Public Offering

This expansion of the equity incentive plan suggests Helius Medical Technologies is strengthening its ability to attract and retain talent through equity-based compensation. The significant increase in available shares indicates the company's commitment to aligning employee interests with shareholder value.

Positive

• None.

Negative

• Significant dilution risk as the company increased its equity incentive plan share pool to 7.1 million shares, representing a 20% increase in fully diluted shares

Insights

Compensation Analyst

Helius Medical increased equity incentive plan shares to 7.1 million, potentially diluting existing shareholders while enhancing employee compensation capacity.

Helius Medical Technologies has significantly expanded its 2022 Equity Incentive Plan, increasing the available share pool to 7.1 million shares as of June 16, 2025. This expansion, representing 20% of fully diluted shares, was approved by stockholders on May 23, following the Board's recommendation and a subsequent public offering. The substantial increase in available equity gives the company considerably more flexibility for employee compensation, retention, and recruitment - critical factors for medical technology companies competing for specialized talent.

From a compensation perspective, this move likely signals preparation for either broader distribution of equity across the organization or more significant grants to key executives and employees. While beneficial for talent management, the expansion creates meaningful dilution potential for existing shareholders. The timing following a public offering suggests management is using the improved liquidity position to strengthen its compensation framework. The magnitude of the increase (resulting in 7.1 million shares available) appears substantial relative to the company's size, indicating this is a significant enhancement to their compensation capabilities rather than a routine adjustment.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2025

HELIUS MEDICAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-38445	36-4787690
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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642 Newtown Yardley Road, Suite 100 Newtown, PA		18940
(Address of principal executive offices)		(Zip Code)

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Registrant’s telephone number, including area code: (215) 944-6100

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value	​	HSDT	​	The Nasdaq Stock Market LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On April 22, 2025, the Company’s Board of Directors (the “Board”), upon the recommendation of the Compensation Committee of the Board, adopted an amendment to the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan (the “Plan”), subject to stockholder approval, pursuant to which the aggregate number of shares of common stock that may be issued pursuant to the Plan will be increased by an amount equal to 20% of the Fully Diluted Shares (as defined in the Plan) on the 10th calendar date following the first closing of a registered offering of the Company’s common stock that occurs on or after May 15, 2025 (the “Equity Plan Amendment”). Our stockholders approved the Equity Plan Amendment at the special stockholders meeting held on May 23, 2025. On June 16, 2025, the 10th calendar day following the closing of the Public Offering, the aggregate number of shares of common stock available to be issued pursuant to the Plan increased to 7.1 million shares.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	​	HELIUS MEDICAL TECHNOLOGIES, INC.
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Dated: June 20, 2025	​	By:	/s/ Jeffrey S. Mathiesen
​	​	​	Jeffrey S. Mathiesen
​	​	​	Chief Financial Officer, Treasurer and Secretary

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FAQ

What changes did HSDT make to its 2022 Equity Incentive Plan in June 2025?

HSDT increased the aggregate number of shares of common stock available for issuance under the 2022 Equity Incentive Plan to 7.1 million shares. This increase, approved by stockholders on May 23, 2025, represents a 20% increase of Fully Diluted Shares following the company's public offering.

When did HSDT stockholders approve the Equity Plan Amendment?

HSDT stockholders approved the Equity Plan Amendment at a special stockholders meeting held on May 23, 2025. The amendment had been previously adopted by the Board of Directors on April 22, 2025, upon recommendation from the Compensation Committee.

How many shares are now available under HSDT's 2022 Equity Incentive Plan?

As of June 16, 2025, the total number of shares of common stock available to be issued under HSDT's 2022 Equity Incentive Plan increased to 7.1 million shares, following the implementation of the Equity Plan Amendment.

Who signed HSDT's 8-K filing dated June 28, 2025?

The 8-K was signed by Jeffrey S. Mathiesen, who serves as HSDT's Chief Financial Officer, Treasurer and Secretary, on June 20, 2025.

What triggered the increase in HSDT's Equity Incentive Plan shares?

The increase was triggered on June 16, 2025, which was the 10th calendar day following the closing of HSDT's Public Offering. The amendment specified that the increase would occur on the 10th calendar date following the first closing of a registered offering of common stock occurring on or after May 15, 2025.