Helius Medical Technologies, Inc.

Helius Medical Technologies, Inc.

April 18, 2016 09:11 ET

Helius Medical Announces Closing of C$9.2 Million Offering and Listing on the TSX

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 18, 2016) -


Helius Medical Technologies, Inc. (TSX:HSM)(TSX:HSM.S)(TSX:HSM.WT.S)(OTCQB:HSDT) ("Helius" or the "Company"), a medical technology company focused on the treatment of neurological symptoms caused by disease or trauma, is pleased to announce that, further to its press release of March 24, 2016, it has closed its short form prospectus offering in Canada and a concurrent US private placement (the "Offering") of units (the "Units") with gross proceeds to the Company of C$9,215,000 through the issuance of Units at a price of C$1.00 per Unit. Each Unit consists of one Class A common share in the capital of the Company (a "Common Share") and one half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional Common Share at an exercise price of C$1.50 on or before April 18, 2019.

Mackie Research Capital Corporation (the "Agent") acted as agent and sole bookrunner in connection with the Offering. The Company has paid the Agent a cash commission of C$436,050 and has granted to the Agent compensation options exercisable to purchase 436,050 Units at an exercise price of C$1.00 per Unit for a period of 24 months from the closing of the Offering.

Helius is also pleased to announce that it has received approval to have the Company's Common Shares listed for trading on the Toronto Stock Exchange (the "TSX"). The Company's Common Shares currently outstanding will trade under the symbol "HSM" and the Common Shares and Warrants issued in the Canadian public offering will trade under the symbols "HSM.S" and "HSM.WT.S" respectively. The Common Shares and Warrants will begin trading on the TSX on April 18, 2016, following which the Common Shares will be de-listed from the Canadian Securities Exchange. The Common Shares will continue to trade on the OTCQB in the US under the symbol "HSDT".

Phil Deschamps, President & CEO of the Company noted: "This is a very meaningful development for our company. We are proud to qualify for listing on the TSX and we are very excited to have the resources to continue to drive our business objectives."

The Company intends to use the net proceeds from the Offering to fund certain business objectives of the Company, including completion of the traumatic brain injury registrational clinical trial and submission of data for United States Food and Drug Administration ("FDA") clearance, building commercial inventory and launching post-FDA clearance, pursuit of additional indications in other neurological conditions such as multiple sclerosis or stroke, investment in device development to accelerate the launch of the next generation of the commercial PoNS™ therapy, and for general corporate purposes.

The Units, Common Shares, Warrants, and Common Shares underlying the Warrants (the "Securities") have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.


The Securities offered pursuant to the short form prospectus offering in Canada have not been registered under the Securities Act, and were offered and sold in an offshore offering pursuant to Regulation S under the Securities Act. These Securities may not be offered or sold to persons in the United States or to or on behalf or for the account of U.S. persons. These Securities may not be sold, offered for sale, pledged or otherwise transferred except outside of the U.S. pursuant to Regulation S, pursuant to an effective registration statement under the Securities Act and in accordance with any state securities laws, or pursuant to an exemption from registration under the Securities Act and any applicable state securities laws. These Securities may not be the subject of hedging transactions unless such transactions are conducted in compliance with the Securities Act., and the Warrants may not be exercised by or on behalf of any U.S. person unless the exercise is registered under the Securities Act or pursuant to an exemption from registration under the Securities Act.

About the PoNS™

The PoNS™ device is a non-invasive means for delivering neurostimulation through the tongue. The PoNS™ therapy is currently being studied in the United States for the treatment of balance disorder for subjects with mild to moderate Traumatic Brain Injury.

About Helius Medical Technologies, Inc.

Helius Medical Technologies is a medical technology company focused on neurological wellness. Helius seeks to develop, license and acquire unique and non-invasive platform technologies that amplify the brain's ability to heal itself. Helius intends to file for FDA clearance for the PoNS™ device. For more information, please visit www.heliusmedical.com.

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Cautionary Disclaimer Statement:

Certain statements in this news release are not based on historical facts and constitute forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws ("forward-looking statements").

All statements other than statements of historical fact included in this news release are forward-looking statements that involve risks and uncertainties. Such forward-looking statements include, among others, statements regarding the use of proceeds from the Offering, the TSX listing and Canadian Securities Exchange delisting and the business objectives of the Company.

Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions.

There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure of the Company to achieve its business objectives and other risks detailed from time to time in the filings made by the Company with securities regulators.

The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking statement. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Risks and uncertainties about the Company's business are more fully discussed in the Company's disclosure materials, including the short form prospectus filed in connection with the Offering, its Annual Report on Form 10-K filed with the United States Securities and Exchange Commission and the Canadian securities regulators and which can be obtained from either at www.sec.gov or www.sedar.com.

The forward-looking statements contained in this news release are made as of the date of this news release and the Company assumes no obligation to update any forward-looking statement or to update the reasons why actual results could differ from such statements except to the extent required by law.

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