UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
October 16, 2015
HELIUS MEDICAL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
| Wyoming | 000-55364 | 36-4787690 |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
| Suite 400, 41 University Drive | |
| Newton, Pennsylvania | 18940 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (215) 809-2018
(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 (see General Instruction A.2. below):
[ ] 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 16, 2015, Amanda Tseng informed Helius Medical Technologies, Inc. (the “Company”) that she was resigning as Chief Financial Officer (“CFO”) of the Company. Ms. Tseng’s resignation from her role at the Company was effective October 19, 2015.
On October 19, 2015, the Board of Directors of the Company (the “Board”) appointed Joyce LaViscount, Director of the Company, as CFO and Chief Operating Officer of the Company, effective October 19, 2015. Ms. LaViscount will continue in her role as a member of the Board of Directors.
Ms. LaViscount, 53, has served as one of the Company’s directors since March 2, 2015. Ms. LaViscount was at MM Health Solutions (formerly MediMedia Health) from July 2012 until August 2015 where she served as Chief Operating Officer and CFO for the marketing services company. Concurrent with her role at MediMedia Health, Ms. LaViscount also served as the CFO for MediMedia Pharmaceutical Solutions from January 2014 until February 2015. Prior to joining MM Health Solutions, Ms. LaViscount was Executive Director/Group Controller North America for Aptalis Pharmaceuticals (2010 to 2012). From 2004 to 2009 Ms. LaViscount worked for Endo Pharmaceuticals in a variety of roles, including Chief Accounting Officer, VP-Investor Relations and Corporate Communications, and VP Finance Operations, as well as operational roles in Sales Operations and Training and Corporate Strategy Development. Ms. LaViscount’s pharmaceutical industry experience also includes more than 15 years in finance at Bristol-Myers Squibb and Pharmacia. Ms. LaViscount began her career with Ernst & Young and is a New Jersey Certified Public Accountant and has Bachelor of Arts in Business with a concentration in Accounting from Franklin and Marshall College.
In connection with her appointment as CFO and COO, Ms. LaViscount’s annual base salary will be $300,000, and she will be eligible to receive a target annual bonus of 25% of her annual base salary conditioned upon achievement of Company and individual goals. In addition, Ms. LaViscount was granted an option to purchase 750,000 shares of the Company’s common stock, at an exercise price equal to a price 5% higher than the closing price of the Company’s common stock on the grant date. Twenty-five percent of the shares subject to the option vest on the grant date. An additional 25% of the shares subject to the option will vest every six months.
Ms. LaViscount has not engaged in any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.
Item 8.01 Other Events.
On October 21, 2015, the Company issued a press release to announce the executive leadership changes discussed above. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description |
| 99.1 | Press Release, dated October 21, 2015 |
SIGNATURES
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. | |
| Date: October 22, 2015 | |
| By:/s/ Philippe Deschamps | |
| Name: Philippe Deschamps | |
| Title: Chief Executive Officer |
Exhibit Index
| Exhibit Number | Description |
| 99.1 | Press Release, dated October 21, 2015 |
HELIUS MEDICAL TECHNOLOGIES NAMES JOYCE LAVISCOUNT AS CFO/COO
Newtown PA, October 21 2015 – Helius Medical Technologies, Inc. (CSE: HSM; OTCQB: HSDT) (“Helius” or the “Company”), a company focused on the treatment of neurological symptoms caused by disease or trauma, has appointed Joyce LaViscount as Chief Financial Officer and Chief Operating Officer. Joyce has extensive experience in finance and operations roles after spending the last 28 years in the pharmaceutical industry, including Endo Pharmaceuticals, Pfizer, Bristol-Myers Squibb and Aptalis. Joyce joins Helius from MediMedia Health where she was CFO and COO for the private equity-owned company. Joyce has led numerous organizations providing vision and leadership in setting strategic directions, strengthening organization performance, improving business operations and establishing rigorous standards for financial operations and reporting. Joyce has been a member of Helius’ Board of Directors since March 2015.
“We are delighted to have someone with Joyce’s exceptional skills in these roles,” said Helius’ CEO, Philippe Deschamps. “Joyce has a proven track record of success in leading finances and operations for healthcare companies. Her passion, enthusiasm and expertise for the proper financial and operational systems will continue to drive shareholder value as we prepare to commercialize our PoNSTM technology.”
“I am excited to lead finance and operations for Helius Medical Technologies and look forward to capitalizing on the diversity of my experiences and provide leadership across a broad range of areas, said Ms. LaViscount.”
Ms. LaViscount fills the vacancy created by the resignation of the Company’s former CFO, Amanda Tseng. The Company expresses its appreciation to Ms. Tseng and thanks her for her invaluable contributions throughout her tenure.
About the PoNS™
The Portable Neuromodulation Stimulator (PoNS™) device is an investigational medical device being studied for the treatment of neurological symptoms caused by disease or trauma. The PoNSTM is currently being studied in the United States and Canada for the treatment of balance disorder for subjects with mild to moderate Traumatic Brain Injury (mTBI), and in Canada for the treatment of gait and balance disorder for subjects with Multiple Sclerosis (MS).
The PoNSTM device is a non-invasive means for delivering neurostimulation through the tongue. Researchers believe that use of the tongue as a gateway to the brain may be one of the most natural, non-invasive and direct ways to stimulate the brain. The tongue is anatomically unique, being richly innervated by thousands of nerve fibers and interconnected to the brainstem by two major cranial nerves.
About Helius Medical Technologies (HMT)
Helius Medical Technologies is a medical technology company focused on neurological wellness. HMT seeks to develop, license and acquire unique and non-invasive platform technologies that amplify the brain’s ability to heal itself. HMT intends to file for U.S. Food and Drug Administration clearance for the PoNS™ device. For more information, please visit www.heliusmedical.com.
Cautionary Disclaimer Statement:
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
This news release contains forward-looking statements relating to the commercialization of the PoNSTM technology and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure to satisfy the conditions of the Canadian Securities Exchange and other risks detailed from time to time in the filings made by the Company with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.
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| Contact: | Investor Relations: |
| 778-588-7144 | |
| info@heliusmedical.com | |
| Corporate Contact: | |
| Phil Deschamps | |
| 614-596-2597 | |
| pdeschamps@heliusmedical.com | |
| Media Contact: | |
| Becky Kern | |
| 914-772-2310 | |
| media@heliusmedical.com |