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

Rhea-AI Filing Summary

Helius Medical Technologies, Inc. (NASDAQ: HSDT) filed an 8-K (Item 8.01) announcing an updated Prospectus Supplement that refreshes its June 2023 at-the-market (ATM) Sales Agreement with Roth Capital Partners. The supplement permits the Company to sell up to US$25 million of registered Class A common stock on Nasdaq or other permitted venues.
• Shares will be issued under the existing S-3 Registration Statement (File No. 333-270433) and qualify as Rule 415(a)(4) “at-the-market offerings.”
• Sales may occur at prevailing or negotiated market prices.
• Use of proceeds: working capital and general corporate purposes, including commercialization and R&D.
• Honigman LLP provided the accompanying legal opinion (Exhibit 5.1) with related consent (Exhibit 23.1).

• The filing does not state how many shares have been sold to date or provide financial metrics.
• No changes to the underlying Sales Agreement terms were disclosed; the update primarily refreshes the prospectus amount.

This 8-K does not constitute an offer to sell securities; it merely notifies investors of the updated prospectus that enables future capital raises via the established ATM facility.

Positive

• Enhanced capital flexibility: The updated prospectus allows Helius to raise up to US$25 million on an as-needed basis, potentially extending cash runway without a traditional equity raise.
• Low execution cost: ATM structure permits incremental sales at market prices, often minimizing underwriting discounts and timing risk.

Negative

• Dilution risk: Issuing new shares will increase the share count, potentially pressuring EPS and existing shareholder value.
• Signal of funding need: Refresh suggests ongoing cash requirements for commercialization and R&D, highlighting limited internal cash generation.

Insights

Equity Capital Markets Analyst

TL;DR: Prospectus update re-opens a US$25 million ATM, offering liquidity but raising dilution risk.

The refreshed prospectus restores Helius’s capacity to issue up to US$25 million in common shares through its existing Roth Capital ATM. From a capital-markets standpoint, the filing is neutral-to-slightly dilutive: it enhances funding flexibility without incurring placement discounts typical of bought deals, yet every dollar raised increases the outstanding share count. The absence of disclosed current cash levels or burn rate limits precision, but the company signals continued need for working capital to support commercialization and R&D. The legal opinion (Exhibit 5.1) is customary and poses no additional risk. Overall impact hinges on execution pace and market pricing.

Healthcare Small-Cap Portfolio Manager

TL;DR: ATM upsizing provides runway; value depends on capital efficiency versus dilution.

This 8-K is largely procedural, yet meaningful for liquidity. A US$25 million capacity can be material relative to Helius’s micro-cap valuation. Management gains flexibility to tap the market opportunistically, aligning issuance with share-price strength. However, investors should weigh potential dilution, especially if volumes are high and pricing weak. No immediate balance-sheet improvement occurs until shares are actually sold, so the announcement in itself is not materially accretive. Monitoring subsequent 424(b)(5) filings or quarterly share-count changes will be key.

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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): July 7, 2025

HELIUS MEDICAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

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:

¨ 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))

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

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

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. ¨

Item 8.01. Other Events.

As previously disclosed, on June 23, 2023, Helius Medical Technologies, Inc., (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”), as sales agent, pursuant to which the Company may offer and sell shares of the Company’s common stock, par value $0.001 per share (the “Shares”). On July 7, 2025, the Company filed an updated Prospectus Supplement (the “Prospectus”) for the offer and sale of up to $25 million of Shares through the Agent pursuant to the Sales Agreement.

The Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333- 270433) (the “Registration Statement”) and the Prospectus. Sales of the Shares, if any, may be made 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, including sales made directly on or through The Nasdaq Global Market or any other existing trading market for the Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. The Company intends to use the net proceeds, if any, from the offering for working capital and general corporate purposes, which may include, among other things, funding commercialization efforts and research and development activities.

Honigman LLP, counsel to the Company, has issued an opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The Shares will be sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Honigman LLP
23.1		Consent of Honigman LLP (Contained in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	HELIUS MEDICAL TECHNOLOGIES, INC.
Dated: July 7, 2025	By:	/s/ Jeffrey S. Mathiesen
		Jeffrey S. Mathiesen
		Chief Financial Officer, Treasurer and Secretary

3

FAQ

What did Helius Medical Technologies (HSDT) announce in its July 7, 2025 8-K?

The company filed an updated Prospectus Supplement enabling the sale of up to US$25 million of common stock through its existing at-the-market facility.

How will Helius use the proceeds from the ATM offering?

Net proceeds, if any, are earmarked for working capital and general corporate purposes, including commercialization and R&D activities.

Is this 8-K an actual stock offering?

No. It only refreshes the prospectus; actual share sales will occur over time under market conditions via the ATM.

Who is acting as sales agent for the ATM program?

Roth Capital Partners, LLC remains the exclusive sales agent under the Sales Agreement.

What legal documentation accompanied the filing?

Honigman LLP issued a legal opinion (Exhibit 5.1) with an included consent (Exhibit 23.1) covering the validity of the offered shares.