UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 28, 2020

Date of Report (Date of earliest event reported)

HELIUS MEDICAL TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

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:

 

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

 

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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On December 28, 2020, Helius Medical Technologies, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”), which was conducted in a virtual format via audio webcast. The following proposals were brought before the meeting:

Proposal 1 – To approve an amendment to the Company’s Certificate of Incorporation to effect a reverse split of its outstanding Class A common stock (the “Common Stock”) at a ratio in the range of 1-for-5 to 1-for-35 to be determined at the discretion of the Company’s Board of Directors, whereby each outstanding 5 to 35 shares would be combined, converted and changed into 1 share of Common Stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements; and

Proposal 2 – To authorize one or more adjournments of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1.

Proposal 1 required an affirmative vote of holders of a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting. Proposal 2 required an affirmative vote of holders of a majority of the voting power of the shares present by remote communication or represented by proxy at the Special Meeting and entitled to vote.  The proposals are described in detail in the Company’s definitive proxy statement filed on November 30, 2020 with the Securities and Exchange Commission.

A total of 34,442,084 shares of Common Stock were present at the Special Meeting by remote communication or by proxy, which represents approximately 66.33% of the shares of Common Stock outstanding as of the record date for the Special Meeting.

The results of the voting are shown below.

Proposal 1—To approve an amendment to the Company’s Certificate of Incorporation to effect a reverse split of its outstanding Common Stock at a ratio in the range of 1-for-5 to 1-for-35 to be determined at the discretion of the Company’s Board of Directors, whereby each outstanding 5 to 35 shares would be combined, converted and changed into 1 share of Common Stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements:

 

Proposal 2—To authorize one or more adjournments of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1:

 

 

Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes in favor of Proposal 1.

Following the Special Meeting, on December 28, 2020, the Board of Directors of the Company determined to effect a reverse split of the Common Stock at a ratio of 1-for-35. The Company intends to file a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware in order for such reverse split to become effective on December 31, 2020.

 

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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 thereunto duly authorized.

 

 

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