Helius Medical Technologies Inc-A美股招股说明书(2025-06-06版)

2,627,050 Shares of Common Stock or Pre-Funded Warrants to Purchase up to 141,550 Shares of Common Stock,Common Warrants to Purchase up to 2,768,600 Shares of Common Stockand Placement Agent Warrants to Purchase up to 138,430 Shares of Common Stock Up to 45,122,565 Shares of Common Stock Issuable Upon Exercise of thePre-Funded Warrants, Common Warrants and Placement Agent Warrants This is a best efforts public offering of up to 2,768,600 shares of ClassA common stock (“commonstock” or “Common Stock”) and common warrants (“common warrants”) to purchase up to 2,768,600 sharesof common stock for cash or otherwise acquire such greater number of common stock as determined inaccordance with the provisions of the common warrant upon a zero cash exercise option. Each commonwarrant is exercisable at an initial exercise price of $7.3575 per share (225% of the public offering price pershare and common warrant). The common warrants will be exercisable from issuance and will expire twoand one-half (2.5) years after issuance. See “Description of Securities we are Offering.” We are offeringeach share and common warrant at a combined public offering price of $3.27 per share and accompanyingcommon warrant. Under the zero cash exercise option of the common warrant, during the period of 90 calendar daysfollowing the issue date of the common warrants, a holder of the common warrants has the right to receive,without payment of any additional cash to the Company, an aggregate number of shares equal to the productof (x) the aggregate number of shares of common stock that would be issuable upon a cash exercise of thecommon warrant and (y) two (2). Accordingly, we believe it is highly unlikely that a holder of the commonwarrants would pay an exercise price in cash to receive one share of common stock when the holder couldinstead choose the zero cash exercise option and pay no cash to receive up to fifteen (15) shares of commonstock if the exercise price decreases to and equals the floor price at the time of such election. As a result, wewill likely not receive any additional funds and do not expect to receive any additional funds upon theexercise of the common warrants. This prospectus also relates to the shares of common stock that areissuable from time to time upon exercise of each of the common warrants. The common warrants alsocontain certain anti-dilution protections, as further described herein. Please see the section of thisprospectus entitled “Description of the Securities We Are Offering” for further information. In addition, at 4:01 p.m. Eastern time on the 5th trading day after the date of issuance (the “First ResetDate”), the exercise terms of the common warrants will be reset to reflect a price equal to the lower of(i)the exercise price then in effect and (ii) the greater of (a) 80% of lowest daily volume weighted averageprice (“VWAP”) during the period beginning on the 3trading day after the date of issuance and ending onthe First Reset Date, and (b)50% of the most recent Nasdaq Official Close Price preceding execution of thesecurities purchase agreement (the “Latest Nasdaq Closing Price”), while the number of shares issuableupon exercise will be increased such that the aggregate exercise price of the common warrants on theissuance date for the shares of common stock underlying the common warrants then outstanding shallremain unchanged. Subsequently, at 4:01 p.m. Eastern time on the 10th calendar day after the date ofissuance (the “Second Reset Date”), the exercise terms of the common warrants will be reset to reflect aprice equalrd to the lower of (i) the exercise price then in effect and (ii) the greater of (a) 80% of lowest VWAP during theperiod beginning on the 8calendar day after the date of issuance and ending on the Second Reset Date,and (b) 30% of the Latest Nasdaq Closing Price, while the number of shares issuable upon exercise will beincreased such that the aggregate exercise price of the common warrants on the issuance date for the sharesof common stock underlying the common warrants then outstanding shall remain unchanged. Any reductionto the exercise price of the common warrants and resulting increase in the shares of common stockunderlying the common warrants will be subject to a floor price. The floor price will be equal to 30% of themost recent Nasdaq Official Closing Price of the shares of common stock preceding execution of thesecurities purchase agreement.th If all of the common warrants offered to investors in this offering are exercised on a zero cash basis atthe floor price of the common warrants, an aggregate of 42,839,063 shares would be issued upon such zerocash exercise without payment to us of any additional cash. The common warrants will be exercisable fromissuance, as further described in “Description of Securities we are Offering — Common Warrants”. We are also offering to certain purchasers whose purchase of common stock and common warrants inthis offering would otherwise resul