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

Rhea-AI Filing Summary

Helius Medical Technologies, Inc. (Nasdaq: HSDT) filed a Form 8-K on June 23, 2025 to update investors on its Nasdaq listing status.

• Background: On March 31, 2025 Nasdaq Staff notified Helius that its stockholders’ equity had fallen below the required US$2.5 million, triggering a potential delisting under Listing Rule 5550(b)(1). After a subsequent hearing, Nasdaq granted the Company an extension until June 30, 2025 to regain compliance.

• Capital raise: Helius completed a public offering on June 6, 2025, generating net proceeds of approximately US$8.1 million.

• Current status: The Company has furnished an unaudited interim consolidated balance sheet dated June 17, 2025 that gives effect to the offering. Management states that the pro-forma balance sheet shows stockholders’ equity of at least US$2.5 million, which it believes restores compliance with the Nasdaq Stockholders’ Equity Requirement.

• Next steps: Helius is awaiting formal confirmation from Nasdaq that all continued-listing criteria— including the equity threshold—have been satisfied.

No earnings figures, segment data, or other financial statements were provided beyond the balance-sheet reference.

Positive

• Public offering added US$8.1 million in net proceeds, materially strengthening the balance sheet.
• Company believes it now satisfies Nasdaq’s US$2.5 million stockholders’ equity requirement, reducing delisting risk.

Negative

• Nasdaq has not yet formally confirmed compliance; listing status remains uncertain until verification.
• Prior equity deficiency highlights underlying capital weakness that could recur without sustained improvements.

Insights

Financial Analyst

TL;DR: Equity raise lifts HSDT above Nasdaq’s US$2.5 m threshold; compliance confirmation still pending.

Helius quickly addressed its March deficiency notice by raising US$8.1 m on June 6, boosting pro-forma equity above the critical US$2.5 m mark. Continued trading on Nasdaq Capital Market preserves liquidity and institutional visibility, which are central to valuation. While positive, the outcome is not final until Nasdaq verifies the interim balance sheet. Investors should monitor any additional equity erosion and the exchange’s decision before June 30. Absent confirmation, delisting risk remains.

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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 23, 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 8.01Other Events.

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As previously disclosed, on March 31, 2025, Helius Medical Technologies, Inc. (the “Company”) received written notice Staff stating that the Company no longer complied with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”) for continued listing on The Nasdaq Stock Market LLC because the Company’s stockholders’ equity, as reported in the Company’s Annual Report on Form 10-K for the fourth quarter and year ended December 31, 2024, had fallen below $2.5 million. The notice also indicates that the Company did not meet the alternative compliance standards. On April 1, 2025, the Company received an additional letter from Nasdaq notifying the Company that, following the hearing process, Nasdaq had granted the Company an extension, until June 30, 2025 to regain compliance with the Nasdaq Listing Rules, including the Stockholders’ Equity Requirement. Also, as previously disclosed, on June 6, 2025, the Company completed a public offering for net proceeds of approximately $8.1 million.

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To demonstrate compliance with the Continued Listing Standards, the Company is furnishing the attached unaudited interim consolidated balance sheet as of June 17, 2025 which gives effect to the public offering. As reflected in the attached unaudited balance sheet, the Company has stockholders’ equity of at least $2.5 million and therefore believes it satisfies Stockholders’ Equity Requirement. The Company awaits Nasdaq’s formal confirmation that the Company has evidenced compliance with the Stockholders’ Equity Rule and all other applicable criteria for continued listing on The Nasdaq Capital Market.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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Exhibit No.		Description
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99.1	​	Unaudited Interim Consolidated Balance Sheet, as of June 17, 2025.
104	​	Cover Page Interactive Data File (embedded within Inline XBRL document).

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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 23, 2025	​	By:	/s/ Jeffrey S. Mathiesen
​	​	​	Jeffrey S. Mathiesen
​	​	​	Chief Financial Officer, Treasurer and Secretary

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FAQ

Why did Helius Medical Technologies (HSDT) file this Form 8-K?

To report that its recent US$8.1 m capital raise appears to restore compliance with Nasdaq’s minimum stockholders’ equity rule.

What is the Nasdaq equity requirement HSDT must meet?

Nasdaq Listing Rule 5550(b)(1) requires at least US$2.5 million in stockholders’ equity for continued listing on the Capital Market tier.

How much capital did HSDT raise in June 2025?

The company completed a public offering on June 6, 2025, yielding approximately US$8.1 million in net proceeds.

Has Nasdaq confirmed HSDT’s compliance?

No. Helius is awaiting formal confirmation from Nasdaq that it meets all continued-listing standards.

What is the deadline for HSDT to regain compliance?

Nasdaq granted an extension until June 30, 2025 for the company to satisfy the listing requirements.