UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HELIUS MEDICAL TECHNOLOGIES, INC.
(Name of Issuer)
Class A Common Stock, no par value
(Title of Class of Securities)
42328V504
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP No. |
|
Page 2 of 6 |
(1) |
Names of reporting persons Jonathan Sackier |
||
(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐ |
||
(3) |
SEC use only
|
||
(4) |
Citizenship or place of organization United States
|
||
Number of |
(5) |
Sole voting power 801,401 (see Item 4(a))
|
|
shares beneficially owned by |
(6) |
Shared voting power 0
|
|
each reporting person |
(7) |
Sole dispositive power 801,401 (see Item 4(a))
|
|
with: |
(8) |
Shared dispositive power 0
|
|
(9) |
Aggregate amount beneficially owned by each reporting person 801,401 (see Item 4(a))
|
||
(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
||
(11) |
Percent of class represented by amount in Row (9) 3.9% (see Item 4(b))
|
||
(12) |
Type of reporting person (see instructions) IN
|
SCHEDULE 13G
CUSIP No. |
|
Page 3 of 6 |
(a) |
Name of Issuer: |
|
Helius Medical Technologies, Inc. |
|
|
(b) |
Address of Issuer’s Principal Executive Offices: |
Item 2.
(a) |
Name of Person Filing: |
|
|
(b) |
Address of Principal Business Office or, if none, Residence: 642 Newtown Yardley Road, Suite 100 |
|
|
(c) |
Citizenship: |
|
|
(d) |
Title of Class of Securities: |
|
Class A Common Stock, no par value |
|
|
(e) |
CUSIP Number: |
|
|
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|||
(a) |
[ ] |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
||
(b) |
[ ] |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
||
(c) |
[ ] |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
||
(d) |
[ ] |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
||
(e) |
[ ] |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
||
(f) |
[ ] |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
||
(g) |
[ ] |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
||
(h) |
[ ] |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
||
(i) |
[ ] |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
||
(j) |
[ ] |
A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J); |
||
(k) |
[ ] |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
SCHEDULE 13G
CUSIP No. |
|
Page 4 of 6 |
If filing as a non-U.S. institution in accordance with §240.13d -1(b)(1)(ii)(J), please specify the type of xxxx institution:
Item 4. |
Ownership
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) |
Amount beneficially owned: |
|
|
|
|
|
As of December 31, 2017 Jonathan Sackier (the “Reporting Person”) held 801,401 shares of Class A Common Stock (“Common Stock”) of Helius Medical Technologies, Inc. (the “Issuer”) consisting of (i) 641,401 shares of Common Stock held by JMS Enterprises, LLC (the “LLC”). The Reporting Person is the sole member of the LLC; and (ii) options to purchase an aggregate of 160,000 shares of Common Stock exercisable within 60 days of December 31, 2017 directly held by the Reporting Person. All share numbers in this Form 13G give retroactive effect to the Issuer’s 5-for-1 reverse stock split effected January 22, 2018 (the “Stock Split”) |
|
|
|
|
|
|
|
|
|
|
(b) |
Percent of class: |
|
|
The information contained on the cover pages to this Schedule 13G is incorporated herein by reference. The percentage amount is calculated based on (i) 20,178,225 shares of Common Stock outstanding as of January 22, 2018 as reported in the Issuer’s Form 8-K giving effect to the Stock Split, as filed with the Securities and Exchange Commission on January 23, 2018; and (ii) an aggregate of 160,000 shares of Common Stock exercisable within 60 days of December 31, 2017, after giving effect to the Stock Split. |
|
|
|
|
|
|
|
(c) |
Number of shares as to which the person has: |
|
|
|
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote |
|
|
|
|
|
The information contained on the cover page to this Schedule 13G is incorporated herein by reference. |
|
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
|
|
|
|
|
The information contained on the cover page to this Schedule 13G is incorporated herein by reference. |
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of |
|
|
|
|
|
The information contained on the cover page to this Schedule 13G is incorporated herein by reference. |
|
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of |
|
|
|
|
|
The information contained on the cover page to this Schedule 13G is incorporated herein by reference. |
SCHEDULE 13G
CUSIP No. |
|
Page 5 of 6 |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following[X].
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable
Item 8. |
Identification and Classification of Members of the Group |
Not applicable
Item 9. |
Notice of Dissolution of Group |
Not applicable
Item 10. |
Certification |
Not applicable
SCHEDULE 13G
CUSIP No. |
|
Page 6 of 6 |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2018
|
||
|
|
|
|
/s/ |
Jonathan Sackier |
|
By: |
Jonathan Sackier |