UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 10, 2020
Date of Report (Date of earliest event reported)
HELIUS MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-38445 | 36-4787690 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Exact name of registrant as specified in charter)
642 Newtown Yardley Road, Suite 100
Newtown, Pennsylvania, 18940
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (215) 944-6100
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 Exchange Act:
| Title of each class | Trading symbol |
Name of each exchange on which registered | ||
| Class A Common Stock | 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 ☑
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed on June 12, 2020 (the “Original 8-K”) to report the results of the matters submitted to a vote by Helius Medical Technologies, Inc.’s (the “Company”) stockholders at the Company’s 2020 Annual Meeting of Stockholders held on June 10, 2020 (the “Annual Meeting”). The sole purpose of this Amendment is to update the outcome of Proposal No. 3, which was not approved by the stockholders of the Company at the Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 10, 2020, Helius Medical Technologies, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 11, 2020. Of the 38,041,666 shares of Class A Common Stock outstanding as of the record date, 23,344,921 shares, or 61.4%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1: Our stockholder elected the following individuals to serve on our board of directors until the 2021 annual meeting of stockholders of the Company and until their respective successors are elected and qualified. The votes were cast as follows:
| Name |
Vote For | Votes Withheld |
Against | Broker Non-Vote |
||||||||||
| Philippe Deschamps |
15,192,387 | 194,815 | 0 | 7,929,509 | ||||||||||
| Dane C. Andreeff |
15,105,528 | 281,674 | 0 | 7,929,509 | ||||||||||
| Jeffrey Mathiesen |
15,262,287 | 124,915 | 0 | 7,929,509 | ||||||||||
| Edward M. Straw |
15,108,045 | 279,158 | 0 | 7,929,509 | ||||||||||
| Mitchell E. Tyler |
15,263,948 | 123,254 | 0 | 7,929,509 | ||||||||||
| Blane Walter |
14,951,018 | 436,184 | 0 | 7,929,509 | ||||||||||
Proposal No. 2: Our stockholder approved the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes were cast as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 23,034,288 | 28,951 | 253,472 | — |
Proposal No. 3: Our stockholders did not approve the amendment to our Certificate of Incorporation and grant of discretionary authority to the Board of Directors to effect a reverse stock split. The votes were cast as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 15,142,684 | 219,095 | 25,423 | 7,929,509 |
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 2, 2020 | By: | /s/ Joyce LaViscount | ||
| Joyce LaViscount, Chief Financial Officer | ||||