UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 30, 2024, the Board of Directors (the “Board”) of Helius Medical Technologies, Inc. (the “Company”) adopted a First Amendment (the “Amendment”) to the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”). On June 27, 2024, at the Annual Meeting (as defined below), the stockholders of the Company approved the Amendment.
Pursuant to the terms and conditions of the Amendment, the 2022 Equity Incentive Plan was amended to:
| ● | increase the aggregate number of shares of Common Stock that may be issued under the 2022 Equity Incentive Plan to 2,089,000 new shares; |
| ● | automatically increase on January 1st of each year for a period of five years commencing on January 1, 2025 and ending on (and including) January 1, 2029, the aggregate number of shares of Common Stock that may be issued pursuant to Awards (as defined in the 2022 Equity Incentive Plan) by an amount equal to 5% of the Fully Diluted Shares (as defined in the 2022 Equity Incentive Plan) as of the last day of the preceding calendar year, provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of Common Stock; and |
| ● | increase the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options (as defined in the 2022 Equity Incentive Plan) to 5,000,000 shares. |
A copy of the Amendment to the 2022 Equity Incentive Plan is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of the Company held on June 27, 2024, the Company’s stockholders: (i) elected six directors, each to serve for a one-year term until the 2025 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal; (ii) ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; (iii) approved (on an advisory basis) the compensation of the Company’s named executive officers; (iv) approved the Amendment; and (v) approved authorization of one or more adjournments to the annual meeting to solicit additional proxies in the event there were insufficient votes to approve Proposal 4 described above.
Proposal 1: Election of six directors named in the accompanying proxy statement, each to serve for a one-year term until the 2025 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.
Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
Blane Walter | 766,603 | 150,427 | 499,444 | |||
Dane C. Andreeff | 764,840 | 152,190 | 499,444 | |||
Edward M. Straw | 755,301 | 161,729 | 499,444 | |||
Jeffrey S. Mathiesen | 766,914 | 150,116 | 499,444 | |||
Paul Buckman | 775,413 | 141,617 | 499,444 | |||
Sherrie Perkins | 753,763 | 163,267 | 499,444 |
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Proposal 2: Ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:
Votes For | Votes Against | Abstain | ||
1,224,527 | 76,161 | 115,786 |
Proposal 3: Approval (on an advisory basis) of the compensation of the Company’s named executive officers:
Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
683,463 |
| 225,888 |
| 7,679 |
| 499,444 |
Proposal 4: Approval of the Amendment:
Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
711,048 |
| 196,831 |
| 9,151 |
| 499,444 |
Proposal 5: Approval to authorize one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 4 described above:
Votes For | Votes Against | Abstain | ||
1,170,410 | 142,664 | 103,400 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
| Description |
10.1 | ||
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.
| HELIUS MEDICAL TECHNOLOGIES, INC. | ||
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Dated: June 28, 2024 |
| By: | /s/ Jeffrey S. Mathiesen |
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| Jeffrey S. Mathiesen |
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| Chief Financial Officer, Treasurer and Secretary |
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Exhibit 10.1
AMENDMENT 1
TO
HELIUS MEDICAL TECHNOLOGIES, INC.
2022 Equity Incentive Plan
RECITALS
A.Helius Medical Technologies, Inc., a Delaware corporation (the “Company”) sponsors the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan (the “Plan”).
B.The Plan is amended by this Amendment 1 (this “First Amendment”) in the following respects, effective from and after the date this First Amendment is approved by the stockholders of Helius Medical Technologies, Inc., in accordance with Section 7(b) of the Plan. Following such effective date, any reference to the “Plan” shall mean the Plan, as amended by this First Amendment. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan.
AMENDMENT
| 1. | Section 2 of the Plan is hereby amended by deleting subsection 2(a) of the Plan in its entirety and substituting the following in lieu thereof: |
“Share Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed the sum of: (i) 2,089,000 new shares, plus (ii) the number of Returning Shares, if any, as such shares become available from time to time. In addition, subject to any adjustments as necessary to implement any Capitalization Adjustments, such aggregate number of shares of Common Stock will automatically increase on January 1st of each year for a period of five years commencing on January 1, 2025 and ending on (and including) January 1, 2029, by an amount equal to 5% of the Fully Diluted Shares as of the last day of the preceding calendar year; provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of Common Stock.”
| 2. | Section 2 of the Plan is hereby amended by deleting subsection 2(b) of the Plan in its entirety and substituting the following in lieu thereof: |
“Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is 5,000,000 shares.”
| 3. | Except as set forth in this amendment, the Plan shall be unaffected hereby and shall remain in full force and effect. |