Helius Medical Technologies Inc-A美股招股说明书(2025-03-26版)

This prospectus supplement amends and supplements the information in the sales agreementprospectus, dated May25, 2023 (the “Prospectus”), filed with the Securities and Exchange Commission as apart of our registration statement on Form S-3 (File No. 333-270433), as supplemented by our prospectussupplement, dated June23, 2023 (the “Original Prospectus Supplement,” and together with the Prospectus,the “Prior Prospectus”), relating to the offer and sale of shares of our ClassA common stock, par value$0.001 per share (“common stock”), pursuant to the Sale Agreement, dated June23, 2023 (the “SalesAgreement”), we previously entered into with Roth Capital Partners, LLC (“Roth”). This prospectussupplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto,except to the extent that the information herein amends or supersedes the information contained in the PriorProspectus. This prospectus supplement is not complete without, and may only be delivered or utilized inconnection with, the Prior Prospectus and any future amendments or supplements thereto. Under the Original Prospectus Supplement, we initially registered up to $1,950,000 of our commonstock for offer and sale pursuant to the Sales Agreement. As of the date of this prospectus supplement, wehave sold 294,511 shares of our common stock for aggregate gross sale proceeds of $1,949,869 inaccordance with the Sales Agreement. We are filing this prospectus supplement to amend the PriorProspectus to update the amount of shares we are eligible to sell under General Instruction I.B.6 of Form S-3, which limits the amount that we may sell under the registration statement of which this prospectussupplement and the Prior Prospectus are a part. After giving effect to these limitations and the currentmarket value of shares of our common stock held by non-affiliates, and after giving effect to the terms ofthe Sales Agreement, we currently may offer and sell shares of our common stock having an aggregateoffering price of up to $1,444,764 under the Sales Agreement. If the market value of our common stock heldby non-affiliates increases such that we may sell a greater amount of common stock under the SalesAgreement and the registration statement of which this prospectus supplement and the Prior Prospectus area part, we will file another prospectus supplement prior to making such sales. Our common stock is listed on The Nasdaq Capital Market under the symbol “HSDT.” On March25,2025, the last sale price of our common stock as reported on The Nasdaq Capital Market was $0.4116 pershare. The aggregate market value of our common stock held by non-affiliates as of March26, 2025 pursuantto General Instruction I.B.6 of Form S-3 is $4,564,372, which was calculated based on 6,085,830 shares ofour common stock outstanding held by non-affiliates and at a price of $0.75 per share, the closing price ofour common stock on January31, 2025. As of the date hereof, we have sold $76,693 of securities pursuantto General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on andincludes the date hereof. As a result of the limitations of General Instruction I.B.6 of Form S-3, and inaccordance with the terms of the Sales Agreement, we may offer and sell shares of our common stockhaving an aggregate offering price of up to $1,444,764 from time to time through Roth. Investing in our common stock involves significant risks. See “Risk Factors” beginning on pageS-4of thePrior Prospectus and in the documents incorporated by reference in the Prior Prospectus for a discussion of thefactors you should carefully consider before deciding to purchase our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or thePrior Prospectus. Any representation to the contrary is a criminal offense. Roth Capital Partners The date of this prospectus supplement is March26, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-5USE OF PROCEEDSS-6PLAN OF DISTRIBUTIONS-7LEGAL MATTERSS-9EXPERTSS-9WHERE YOU CAN FIND MORE INFORMATIONS-9INCORPORATION BY REFERENCES-10 Prospectus ABOUT THIS PROSPECTUSiiSUMMARY1RISK FACTORS5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF DEBT SECURITIES11DESCRIPTION OF WARRANTS18LEGAL OWNERSHIP OF SECURITIES20PLAN OF DISTRIBUTION23LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND MORE INFORMATION25INCORPORATION OF CERTAIN INFORMATION BY REFERENCE25 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to the offering of our commonstock. You should read this prospectus supplement, the accompanying prospectus, the documents