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

Rhea-AI Filing Summary

Helius Medical Technologies (Nasdaq: HSDT) filed an 8-K disclosing a 1-for-50 reverse stock split approved by shareholders and the board to regain compliance with Nasdaq’s minimum-bid requirement.

The split becomes effective at 5:00 p.m. ET on June 30 2025; trading will begin on a split-adjusted basis on July 1 2025. Outstanding shares will fall from roughly 33.8 million to 0.7 million, while authorized shares remain 150 million and par value stays $0.001.

• Fractional shares: rounded down for cash or rounded up to a whole share.
• Equity awards and warrants will be proportionally adjusted.
• New CUSIP: 42328V 876; transfer agent: Equiniti Trust.

The action, reported under Items 3.03 and 5.03, materially modifies holder rights and aims to avert a potential Nasdaq delisting.

Positive

• Reverse split secures Nasdaq listing, avoiding an imminent delisting that could have reduced liquidity and institutional ownership eligibility.

Negative

• 1-for-50 consolidation slashes float to ~0.7 M shares, signaling prolonged share-price weakness and likely amplifying price volatility and liquidity risk.

Insights

Capital Markets Analyst

TL;DR: Compliance gained, liquidity sacrificed—no fundamental fix.

The reverse split reduces the float by about 98%, sharply tightening liquidity and increasing volatility. While it helps HSDT regain Nasdaq compliance, the consolidation does not address underlying revenue or cash-burn challenges disclosed in prior filings. A higher per-share price may ease future capital raises, but warrants/options are simply re-priced, leaving potential dilution intact. Investors should monitor whether management can leverage the extra runway to improve fundamentals before the bid price slides again.

Corporate Governance Specialist

TL;DR: Board used shareholder-approved authority, governance process intact.

The board executed the split within the 1-for-2 to 1-for-250 range authorized at the May 23 special meeting, demonstrating adherence to shareholder direction and Delaware procedures. No change in authorized shares limits additional dilution risk beyond existing plans. Fractional-share cash‐out language minimizes administrative overhead and potential litigation. However, repeated reliance on split mechanics may raise governance concerns if operational performance does not improve.

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​​UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): June 27, 2025HELIUS MEDICAL TECHNOLOGIES, INC.(Exact name of registrant as specified in its charter)

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

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

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

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Title of each class		TradingSymbol(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. ☐​​

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​​​​​Item 3.03Material Modification to Rights of Security Holders.​To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.​Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.​As previously disclosed, on May 23, 2025 at the special meeting of stockholders (the “Special Meeting”) of Helius Medical Technologies, Inc. (the “Company”), the stockholders approved a proposal to amend the Company’s Certificate of Incorporation to effect a reverse split of the Company’s outstanding Class A common stock, par value $0.001 (“Common Stock”) at a ratio in the range of 1-for-2 to 1-for-250 to be determined at the discretion of our Board of Directors, whereby each outstanding 2 to 250 shares would be combined, converted and changed into 1 share of our Common Stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements.​On June 20, 2025, our Board of Directors approved a 1-for-50 reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”) effective July 1, 2025. On June 27, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on June 30, 2025, and the Company’s Common Stock is expected to begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on July 1, 2025.​When the Reverse Stock Split becomes effective, every 50 shares of the Company’s issued and outstanding Common Stock will automatically be combined, converted and changed into 1 share of our Common Stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of Common Stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of Common Stock that would be created as a result of the Reverse Stock Split will, at the Company’s election, either be (1) rounded down to the next whole share and the stockholder will receive cash equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the Company’s Common Stock as reported on Nasdaq on the last trading day before the Reverse Stock Split becomes effective (on a split-adjusted basis) or (2) rounded up to the next whole share. The number of authorized shares of the Company’s common stock will remain at 150 million, while the number of outstanding shares will be reduced from approximately 33.8 million to approximately 0.7 million.​The Company’s Common Stock will continue to trade on the Nasdaq Capital Market under the symbol “HSDT.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 42328V 876.​Equiniti Trust Company, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.​For more information about the Reverse Stock Split, see the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission and mailed to the Company’s stockholders on or about May 2, 2025, the relevant portions of which are incorporated herein by reference. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.​​

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits​

Exhibit No.		Description
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3.1	​	Certificate of Amendment to Certificate of Incorporation of Helius Medical Technologies, Inc.
104	​	Cover Page Interactive Data File (embedded within Inline XBRL document).

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SIGNATUREPursuant 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 27, 2025	​	By:	/s/ Jeffrey S. Mathiesen
​	​	​	Jeffrey S. Mathiesen
​	​	​	Chief Financial Officer, Treasurer and Secretary

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FAQ

Why is HSDT executing a 1-for-50 reverse stock split?

The split is intended to raise the per-share price and restore compliance with Nasdaq’s minimum-bid rule.

When will HSDT trade on a split-adjusted basis?

Shares will begin trading split-adjusted on July 1 2025 after the split becomes effective at 5:00 p.m. ET on June 30 2025.

How many shares will be outstanding after the split?

Outstanding shares drop from approximately 33.8 million to 0.7 million; authorized shares stay at 150 million.

Will the par value or authorized share count change?

No. The par value remains $0.001 and authorized shares remain 150 million.

How will HSDT handle fractional shares from the split?

Fractions will be rounded down for cash in lieu or rounded up to a whole share, at the company’s election.

What is the new CUSIP number for HSDT after the split?

The post-split CUSIP will be 42328V 876.