UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment

(Amendment No.    )

Filed by the Registrant  [ X ]

☒                             Filed by a Party other than the Registrant  [   ]☐

Check the appropriate box:

Helius Medical Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

HELIUS MEDICAL TECHNOLOGIES, INC.

Suite 400, 41 University Drive,
Suite 400

Newtown, Pennsylvania 18940

August 16, 2016NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On June 5, 2017

Dear Stockholder,Shareholder:

You are cordially invited to attend the Annual Meeting of StockholdersShareholders of Helius Medical Technologies, Inc.HELIUS MEDICAL TECHNOLOGIES, INC., a Wyoming corporation (the “Company”) to. The meeting will be held on Thursday, September 15, 2016Monday, June 5, 2017 at 10:00 A.M. Eastern Timea.m. local time at the Sheraton Bucks County Hotel;Hotel, 400 Oxford Valley Road, (Rider Room); Langhorne, PA 19047.Pennsylvania 19047 for the following purposes:

1.To elect the Board’s six nominees for director.

2. To approve an amendment to the Company’s Articles of Incorporation to effect, at the option of the Board of Directors, a reverse stock split of the Company’s Class A common stock at a ratio ranging from three-for-one (3:1) to seven-for-one (7:1), inclusive, with the effectiveness the amendment or the abandonment of the amendment, to be determined by the Board of Directors prior to the date of our 2018 Annual Meeting of Shareholders.

3.To ratify the selection by the audit committee of the Board of Directors of BDO USA, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2017.

4. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The agendarecord date for the Annual Meeting includes:

• the electionis April 12, 2017. Only shareholders of seven directors to hold office until the next annual meeting of shareholders or until his or her successor shall have been elected and qualified (Proposal 1);

• the ratification of BDO Canada LLP as independent auditors for our fiscal year ending March 31, 2017 (Proposal 2);

• an advisory vote to approve the compensation paid to our named executive officers (commonly known as a “say-on-pay” proposal) (Proposal 3);

• an advisory vote to approve the frequency with which future stockholder advisory votes on the compensation of our named executive officers will be held (commonly known as a “say-on-frequency” proposal) (Proposal 4); and

• the approval of our 2016 Omnibus Incentive Plan, approved and adopted by our Board of Directors (the “Board”) on August 8, 2016 (the “2016 Incentive Plan”) (Proposal 5).

The Board recommends a vote FOR the election of the directors, FOR the ratification of the appointment of BDO Canada LLP as our independent auditors, FOR the approval, on an advisory basis, of compensation paid to our named executive officers, FOR the approval of an advisory vote on the compensation of our named executive officers every THREE years and FOR the approval of the 2016 Omnibus Incentive Plan.

Your interest in the Company and your vote are very important to us. The enclosed proxy materials contain detailed information regarding the business that will be consideredrecord at the Annual Meeting. It is importantclose of business on that all stockholders participate in the affairs of the Company, regardless of the number of shares owned. Accordingly, we encourage you to read the proxy materials and vote your shares as soon as possible. Youdate may vote your proxy viaat the Internetmeeting or telephone or, if you received a paper copy of the proxy materials, by mail by completing and returning the proxy card.any adjournment thereof.

On behalf of the Company, I would like to express our appreciation for your ongoing interest in Helius Medical Technologies, Inc.

Very truly yours,

Philippe Deschamps
President and Chief Executive Officer

TABLE OF CONTENTS

Appendix A: 2016 Incentive Plan

Suite 400, 41 University Drive
Newtown, Pennsylvania 18940

PROXY STATEMENTMeeting?

The Board of Directors (the “Board”) of Helius Medical Technologies, Inc., a Wyoming corporation (the “Company,” “we,” “us” or “our”), has prepared this document to solicit your proxy to vote upon certain matters at the Company’s 2016 Annual Meeting of Stockholders (the “Annual Meeting”).

These proxy materials contain information regarding the Annual Meeting, tomeeting will be held on September 15, 2016 beginningMonday, June 5, 2017 at 10:00 A.M.] Eastern Timea.m. local time at the Sheraton Bucks County Hotel;Hotel, 400 Oxford Valley Road, (Rider Room); Langhorne, PA 19047, and at any adjournment or postponement thereof.

QUESTIONS ABOUT THE ANNUAL MEETING AND THESE PROXY MATERIALS

It is anticipated that we will begin mailing this proxy statement, the proxy card and our 2016 Annual ReportPennsylvania. Information on Form 10-K (the “Annual Report”) on or about August 16, 2016. It is also anticipated that these proxy materials will first be made available onlinehow to our stockholders, on or about August 16, 2016.

What may I vote on?

You may vote on the following proposals:

• the election of seven directors for one-year terms expiringin person at the 2017 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified, or their earlier resignation or removal (Proposal 1);is discussed below.

• the ratification of the appointment of BDO Canada LLP (“BDO”) as independent auditors for our fiscal year ending March 31, 2017 (Proposal 2);

• the approval, by non-binding vote, of the compensation paid to our named executive officers, as disclosed in these proxy materials (commonly known as a “say-on-pay” proposal) (Proposal 3);

• the approval, by non-binding vote, of the frequency with which future stockholder advisory votes on the compensation of our named executive officers will be held (commonly known as a “say-on- frequency” proposal) (Proposal 4); and

• the approval of our 2016 Omnibus Incentive Plan (the “2016 Incentive Plan”) (Proposal 5).

THE BOARD RECOMMENDS A VOTEFORTHE ELECTION OF THE SEVEN DIRECTORS,FORTHE RATIFICATION OF THE APPOINTMENT OF BDO AS THE INDEPENDENT AUDITORS,FORTHE APPROVAL, ON AN ADVISORY BASIS, OF COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”),FORTHE APPROVAL OF AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERYTHREEYEARS ANDFORTHE APPROVAL OF THE 2016 INCENTIVE PLAN.

Who may vote?can vote at the Annual Meeting?

Each stockholderOnly shareholders of our Class A Common Stock, without par value (“Common Stock”),record at the close of business on August 10, 2016, 2016 (the “Record Date”) isApril 12, 2017 will be entitled to vote their respective shares at the Annual Meeting. Each share of common stock is entitled to one vote on each matter that is properly brought before the Annual Meeting. ThereOn this record date, there were 84,324,68491,246,676 shares of our Class A common stock, which we refer to as our common stock, outstanding and entitled to vote.

Shareholder of Record: Shares Registered in Your Name

If, on august 10, 2016.

How do I vote?

We encourage you to voteApril 12, 2017, your shares via the Internet. How you vote will depend on how you hold your shares of common stock.

Stockholders of Record

If your common stock iswere registered directly in your name with ourthe Company’s transfer agent, you are considered a stockholder of record with respect to those shares, and a full paper set of these proxy materials is being sent directly to you. As a stockholder of record, you have the right to vote by proxy.

You may vote by proxy in any of the following three ways:

Internet.Go to www.investorvote.com to use the Internet to transmit your voting instructions and for electronic delivery of information. Have your proxy card in hand when you access the website.

Phone. Call 1-866-732-VOTE(8683) using any touch-tone telephone to transmit your voting instructions. Have your proxy card in hand when you call.

Mail.Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided, or return it to Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1.

Voting by anythen you are a shareholder of these methods will not affect your right to attend the Annual Meeting andrecord. As a shareholder of record, you may vote in person. However, for those who will not be voting in person at the Annual Meeting,meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to vote by proxy over the telephone or on the internet as instructed below or to complete, sign, date and return a proxy card to ensure your final voting instructions must be received by no later than 5:00 p.m. on September 14, 2016.vote is counted.

Beneficial OwnersOwner: Shares Registered in the Name of a Broker or Bank

If, you holdon April 12, 2017, your shares throughwere held, not in your name, but rather in an account at a stockbroker,brokerage firm, bank, dealer or other nominee, rather than directly in your own name,similar organization, then you are considered the beneficial owner of shares held in street name,“street name” and the Notice isthese proxy materials are being forwarded to you by that organization. The organization holding your broker, bank or nominee whoaccount is considered with respect to those shares,be the stockholdershareholder of record.record for purposes of voting at the Annual Meeting. As thea beneficial owner, you have the right to direct your broker bank or nominee onother agent regarding how to vote.vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

There are three matters scheduled for a vote:

What if another matter is properly brought before the meeting?

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

You may either vote “For” all the nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record, you may vote in person at the Annual Meeting, vote by proxy using the enclosed proxy card or vote by proxy over the telephone, or vote by proxy through the internet. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or nominee has enclosedother agent, you should have received a voting instruction form for with these proxy materials from that organization rather than from Helius. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively,

2.

you to usemay vote by telephone or over the internet as instructed by your broker or bank. To vote in directingperson at the Annual Meeting, you must obtain a valid proxy from your broker, bank or nominee onother agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of April 12, 2017.

What happens if I do not vote?

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record and do not vote by completing your proxy card, by telephone, through the internet or in person at the Annual Meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares. If you holdshares, the question of whether your broker or nominee will still be able to vote your shares throughdepends on whether the New York Stock Exchange (“NYSE”) deems the particular proposal to be a member brokerage firm, such member brokerage firm has the“routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares it holds on your behalf with respect to Proposal 2 (the ratification of BDO as independent auditors for our fiscal year ending March 31, 2017),matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers, shareholder proposals, elections of directors (even if not contested), executive compensation (including any advisory shareholder votes on executive compensation and on the frequency of shareholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposals 1 or 2 without your instructions, but may vote your shares on Proposal 1 (the3 even in the absence of your instruction.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of seven directors), Proposal 3 (the say-on-pay proposal), Proposal 4 (the say-on-frequency proposal), or Proposal 5 (approvalall six nominees for director; “For” the approval of an amendment to our Articles of Incorporation to effect a Reverse Stock Split; and “For” the ratification of selection by the audit committee of the 2016 Incentive Plan)Board of Directors of BDO USA, LLP as independent registered public accounting firm of the Company for its fiscal year ending December 31, 2017. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

3.

What does it mean if I receive more fully described under “What is a broker ‘non-vote?’” below.than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy cards in the proxy materials to ensure that all of your shares are voted.

Can I change my vote?vote after submitting my proxy?

Shareholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the stockholderrecord holder of record,your shares, you may revoke your proxy before it is exercised by doingin any one of the following:following ways:

• sending

  You may submit another properly completed proxy card with a letter to us statinglater date.
  You may grant a subsequent proxy by telephone or through the internet.
  You may send a timely written notice that you are revoking your proxy is revoked;

• signing a new proxy and sending it to us; orHelius’ Secretary at 41 University Drive, Suite 400, Newtown, Pennsylvania 18940.

Proposal 5 (the approvalquorum requirement. If there is no quorum, the holders of the 2016 Incentive Plan)

You may vote “For” or “Against,” on Proposal 5 (to approve the 2016 Incentive Plan). Proposal 5 will be approved if it receives the affirmative vote of shares of Common Stock representing a majority of shares present at the votes presentmeeting in person or represented by proxy atmay adjourn the meeting and entitled to vote on the matter. Broker non-votes will have the same effect as a vote “Against” Proposal 5.another date.

WhereHow can I find out the voting results of the Annual Meeting?

The Company will announce preliminary voting results at the Annual Meeting and publishMeeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Reportcurrent report on Form 8-K filed with the SECthat we expect to file within four business days ofafter the completion ofAnnual

5.

Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting.meeting, we intend to file aForm 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

What is an abstention?

An abstention is a properly signed proxy card that is marked “abstain.”

What is a broker “non-vote?”

A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received timely instructions from the beneficial owner. Under current applicable rules, Proposal 2 (the ratification of BDO as independent auditor) is a “discretionary” item upon which member brokerage firms that hold shares as nominee may vote on behalf of the beneficial owners if such beneficial owners have not furnished voting instructions by the tenth day before the Annual Meeting.

However, member brokerage firms that hold shares as a nominee may not vote on behalf of the beneficial ownersmaterials are available on the following proposals unless you provide voting instructions: Proposalinternet?

The proxy statement and Form 10-K are available at www.investorvote.com.

6.

PROPOSAL 1 (the election of seven directors), Proposal 3 (the say-on-pay proposal), Proposal 4 (the say-on-frequency proposal), and Proposal 5 (the approval of the 2016 Incentive Plan). Therefore, if a member brokerage firm holds your common stock as a nominee, please instruct your broker how to vote your common stock on each of these proposals. This will ensure that your shares are counted with respect to each of these proposals.

Will any other matters be acted on at the Annual Meeting?

If any other matters are properly presented at the Annual Meeting or any adjournment or postponement thereof, the persons named in the proxy will have discretion to vote on those matters. We are not aware of any other matters to be presented at the Annual Meeting.

Who pays for this proxy solicitation?

We will pay the expenses of soliciting proxies. In addition to solicitation by mail, proxies may be solicited in person or by telephone or other means by our directors or associates. We will reimburse brokerage firms and other nominees, custodians and fiduciaries for costs incurred by them in mailing these proxy materials to the beneficial owners of common stock held of record by such persons.

Whom should I contact with other questions?

If you have additional questions about these proxy materials or the Annual Meeting, please contact: Helius Medical Technologies, Inc. 41 University Drive, Suite 400, Newtown, Pennsylvania 18940, Attention: Joyce LaViscount.

4

ELECTION ELECTIONOF SEVEN DIRECTORS (PROPOSAL 1)

Election of Directors DIRECTORS

Our Board of Directors consists of six directors, each of whom is comprised of seven directors, and there are seven nomineesa nominee for directorreelection at this year.Annual Meeting. Each director to be elected and qualified will hold office until the next annual meeting of stockholdersshareholders and until his or her successor is elected, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently a director of the Company.Company who was previously elected by the shareholders. It is the Company’s policy to invite its nominees for directors to attend the annual meeting.Annual Meeting. One of the directors attended the 2016 Annual Meeting of Shareholders.

Directors are elected by a majorityplurality of the votes cast byof the holders of voting shares at a meeting of stockholders at which a quorum is present. Sharespresent in person or represented by executed proxies will be voted, if authorityproxy and entitled to do so is not withheld, forvote on the election of directors. Accordingly, the sevensix nominees named below. If any nominee becomes unavailable for election as a resultreceiving the highest number of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Company. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nomineeaffirmative votes will be unable to serve.elected.

Majority Voting Standard

The Company hasWe have adopted a majority voting standard for the election of directors in uncontested elections, which is generally defined as an electionelections. Any nominee for director in which the number of nominees does not exceed the number of directors to be elected at the meeting. Because this is an uncontested election each director shall be elected by the vote ofwho receives a majority of the votes cast at a meeting of stockholders at which a quorum is present. A “majority of the votes cast” means that the number of shares voted “For” a director nominee must exceed thegreater number of votes “withheld” for that director nominee. For these purposes, abstentions and broker non-votes will not count as a vote“Withheld” from his or her election than votes “For” or “withheld” for a nominee’ssuch election and will have no effect in determining whether a director nominee has received a majority of the votes cast. If an incumbent director is not elected by a majority of the votes cast, the incumbent director mustshall promptly tender his or her resignation to the Board.Board of Directors following certification of the stockholder vote. The Board will determine whether to accept or reject the director’s resignation, and will publicly disclose its decision within 90 days from the date of the certification of the election results.

Nominees

The following is a brief biography of each nominee for director his age on August 16, 2016, and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Board to recommend that person as a nominee for director, as of the date of this proxy statement.

The Company seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Board recommendshas identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Board to believe that that nominee should continue to serve on the Board. However, each of the members of the Board may have a vote “FOR” eachvariety of reasons why he believes a particular person would be an appropriate nominee listed below.for the Board, and these views may differ from the views of other members.

Philippe Deschamps54,

Mr. Deschamps has served as our Chief Executive Officer, President and a Director

Mr. Deschamps has served as our CEO, President and a Director since June 13, 2014. Mr. Deschamps has extensive experience in pharmaceutical and healthcare commercialization. The depth of his expertise stems from his 30 years in the health sciences industry, approximately half spent at Bristol Myers Squibb (NYSE: BMY), and approximately half on the service side as CEO of GSW Worldwide, a healthcare commercialization company. From 1986 to 1998,Previously, Mr. Deschamps served as directorthe president of neuroscience marketing at Bristol Myers Squibb in Princeton, N.J., where he participated on several pre-launch global marketing teams in the neuroscience and pain therapeutic areas.NeuroHabilitation Corporation, our wholly-owned subsidiary, from

7.

October 2013 to June 2014. From February 2012 to October 2013, Mr. Deschamps started at GSW Worldwide in February 1998served as a Vice President and Account Director and became President and CEOchief executive officer of GSW Worldwide in January 2002, serving in that role until September 2011. Mr. Deschamps was responsible for the GSW Worldwide operations which includes offices in 15 major markets around the world. He primarily consulted on global marketing, commercialization and new business model development for pharmaceutical, device and diagnostics companies. In February 2012, Mr. Deschamps joined MediMedia Health, a marketing services company, as CEO where, among other things, he served until October 2013. At MediMedia Health, he was responsible for the evaluating the different businesses of the company and developingdeveloped recommendations for the sale of the companyMediMedia Health to theits private equity companysponsor. Prior to that owned it. In October 2013, he became President of NHC.time, Mr. Deschamps hasserved in various roles at GSW Worldwide, most recently as president and chief executive officer, and Bristol Myers Squibb, including as director of neuroscience marketing. Mr. Deschamps received a BSc. in chemistry from the University of Ottawa in Canada which he obtained in 1985. Our Board of Directors believes Mr. Deschamps is qualified to serve as a director based upon his role as our principal executive officer and his 30 years of experience in the health sciences industry.

5

Savio Chiu,Thomas E. Griffin34, Director

Mr. ChiuGriffin has served as onea member of our Board of Directors since June 13, 2014. From June 2009 to present,August 2016. Mr. Chiu has been the Senior Manager, Corporate Finance of V Baron Global Financial Canada Ltd. (“V Baron”), which provides us with corporate advisory services pursuant to the terms of a management agreement. Since April 2011, Mr. Chiu has served as the Chief Financial Officer and Corporate Secretary of Confederation Minerals Ltd. (TSXV: CFM). From December 2010 to August 2014, Mr. Chiu served as a director of Finore Mining Inc. (CSE: FIN). From October 2010 to August 2013, Mr. Chiu servedGriffin currently serves as the Chief Financial Officer of Pan American Fertilizer Corp. (formerly Golden Fame Resources Corp.) (TSXV: PFE). From July 2010 to June 2011,Avedro, Inc., a position he has held since March 2017. Until January 2017, Mr. Griffin served as the Chief Financial Officervice president of Cassius Ventures Ltd. (TSXV: CZ).

Mr. Chiu is a Chartered Accountant and holds a Bachelor of Commerce degree in Accounting from the University of British Columbia which he obtained in 2005. Mr. Chiu’s accounting and financial expertise brings a valuable oversight role to the board.

Mitchell Tyler,63, Director

Mr. Tyler has served as one of our Directors since June 13, 2014. Mr. Tyler is a co-inventor of the PoNS™ device and co-owner of ANR and Clinical Director of ANR (2009 to present). Mr. Tyler is also the Clinical Director of the Tactile Communication and NeuroRehabilitation Laboratory, University of Wisconsin - Madison (1998 to present), and a Senior Lecturer in Biomedical Engineering. From 1998 through 2005, Mr. Tyler was the Vice President and Principal Investigator for Wicab Inc. He received his M.S. in Bioengineering from University of California, Berkeley in 1985 and is currently working on his Ph.D. in Biomedical Engineering at the UW-Madison. Mr. Tyler’s extensive knowledge of our principal product and history in the medical device industry brings invaluable experience to the board.

Edward M. Straw,77, Director

Vice Admiral Edward Straw has served as one of our Directors since November 18, 2014. He founded Osprey Venture Partners, a firm that mentors young entrepreneurs seeking investment capital and assists with business development, in 2011 and serves as the Managing Director. Previously he was President, Global Operations of The Estée Lauder Companies from 2000 to 2005, SVP, Global Operations of the Compaq Computer Corporation from 1998 to 2000, and former President of Ryder Integrated Logistics from 1996 to 1998. Prior to joining the private sector, he had a distinguished 35 year career in the U.S. Navy and retired as a three-star admiral. During his military service, Vice Admiral Straw was Chief Executive Officer of the Defense Logistics Agency, the largest military logistics command supporting the American armed forces. Vice Admiral Straw holds an MBA from The George Washington University, a Bachelor of Science degree from Annapolis, and is a graduate of the National War College. He has been a member of the Defense Science Board, Chairman of Odyssey Logistics and currently sits on the boards of: The Boston Consulting Federal Group, Performance Equity Management, and Capital Teas. He was a board member of: Eddie Bauer, MeadWestvaco, Ply Gem Industries and Panther Logistics. Vice Admiral Straw is an “audit committee financial expert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K. Vice Admiral Straw brings extensive leadership experience to our board.

Blane Walter,46, Director

Mr. Walter has served as one of our Directors since December 29, 2015. Mr. Walter has been a Partner at Talisman Capital Partners, a private investment partnership located in Columbus, Ohio, since 2011. He founded inChord Communications, Inc. in 1994, which he built into the largest independently-owned, healthcare communications company in the world. In 2005, inChord was acquired by Ventiv Health, the largest provider of outsourced sales and clinical services serving the pharmaceutical industry to create inVentiv Health. In 2008, Mr. Walter became CEO of the combined public company, a role in which he served until 2011.Mr. Walter currently serves as vice chairman of inVentiv Group Holdings, Inc., inVentiv Health’s parent company. Mr. Walter’s background in the healthcare and pharmaceutical industries lends important perspective to our board.

6

Huaizheng Peng,54, Director

Dr. Peng has served as one of our Directors since December 29, 2015. Since 2013 Dr. Peng has served as the General Manager, and non-executive Director of China Medical System Holdings (“CMS”) where he is in charge of international operations, prior to becoming General Manager, Dr. Peng served on the CMS board of directors for a period of three years. Prior to joining CMS, Dr. Peng was a partner in a private equity firm, Northland Bancorp, from 2010 to 2012, head of global life sciences and a director of corporate finance at Seymour Pierce from 2007 to 2010, and served as a non-executive Director of China Medstar, an AIM listed medical service company from 2006 to 2008. Dr. Peng also worked as a senior portfolio manager, specializing in global life science and Asian technology investment at Reabourne Technology Investment Management Limited from 1999 to 2006. Dr. Peng was nominated to our board of directors by A&B pursuant to the terms of the A&B Credit Facility.

Dr. Peng received his Bachelor’s and Masters’ degree in medicine from Hunan Medical College, China. Dr. Peng was awarded his PhD in molecular pathology from University College London (UCL) Medical School where he subsequently worked as a clinical lecturer. We believe that Dr. Peng’s leadership experience in international contexts, knowledge of medicine and investment experience will help our board in its oversight role.

Thomas E. Griffin,53, Director

Tom is currently Vice President of Finance for Entellus Medical, Inc. (NASDAQ:ENTL), a medical technology company focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of chronic and recurrent sinusitis in both adult and pediatric patients. Prior to his current role, TomPreviously, Mr. Griffin served as Chief Financial Officerchief financial officer at Entellus Medical from December 2007 to May 2016, and as acting chief financial officer, as a consultant, from July 2006 to December 2007. Tom has been a key contributor to Entellus from its first round of financing in August 2006 through its successful Initial Public Offering (“IPO”) in January 2015. Tom has also served as Chief Financial Officer and Secretary of Digital Gene Technologies, Inc., a privately held biotechnology company. He was also Controller for Centerpulse Spine-Tech, Inc. (now Zimmer Spine, Inc.) and CIMA Labs Inc. (now owned by Teva Pharmaceutical Industries Ltd.). Tom was the senior financial officer at CIMA during its Initial Public Offering in July 1994.

2016. Mr. Griffin received his Bachelor’s degree in Accounting (with a minor in Economics)BBA from University of Minnesota (Duluth). Mr. Griffin received his Master’s degree in Business Administration1985 and an MBA from the University of St. Thomas. We believeThomas in 1995. Our Board of Directors believes Mr. Griffin is qualified to serve as a director based on his financial expertise in technology-based growth companies.

Huaizheng Peng, Ph. D.

Dr. Peng has served as a member of our Board of Directors since December 2015. Dr. Peng is the general manager of China Medical System Holdings, a position he has held since October 2013. Previously, Dr. Peng was a partner at Northland Bancorp, a private equity firm, from January 2010 to November 2012, and head of life sciences and director of corporate finance of Seymour Pierce, from February 2006 to January 2010. Dr. Peng currently serves as a director of Faron Pharmaceuticals. Dr. Peng received a Bachelor’s degree and a Master’s degree in medicine from Hunan Medical College, China, and a Ph.D. in molecular pathology from University College London Medical School. Our Board of Directors believes that Dr. Griffin’s exceptional financialPeng is qualified to serve as a director based on his international medical and investment experience.

Edward M. Straw

Vice Admiral Straw has served as a member of our Board of Directors since November 2014. He founded Osprey Venture Partners in 2011, a firm that mentors young entrepreneurs seeking investment capital and assists with business development, and serves as the managing director. Previously he was president, global operations of The Estée Lauder Companies from 2000 to 2005, senior vice president global operations of the Compaq Computer Corporation from 1998 to 2000, and president of Ryder Integrated Logistics from 1996 to 1998. Prior to joining the private sector, he had a distinguished 35-year career in the U.S. Navy and retired as a three-star admiral. During his military service, Vice Admiral Straw was chief executive officer of the Defense Logistics Agency, the largest military logistics command supporting the American armed forces. He has been a member of the Defense Science Board, chairman of Odyssey Logistics and currently sits on the boards of The Boston Consulting Federal Group, Performance Equity Management, Lenitiv Scientific and Capital Teas. He is a former board member of Eddie Bauer, MeadWestvaco, Ply Gem Industries and Panther Logistics. Vice Admiral Straw received a B.S. from the United States Naval Academy and an MBA from The George Washington University, and is a graduate of the National War College. Our Board of Directors believes that Vice Admiral Straw is qualified to serve as a director based on his extensive leadership experience in both the private sector and the U.S. military.

8.

Mitchell E. Tyler

Mr. Tyler has served as a member of our Board of Directors since June 2014. Mr. Tyler is a co-inventor of the PoNS™ device and is co-owner and clinical director of Advanced NeuroRehabilitation, LLC, a position he has held since 2009. Mr. Tyler is also the clinical director of the Tactile Communication and NeuroRehabilitation Laboratory at the University of Wisconsin – Madison, a position he has held since 1998, where he managed technology-based growth companies will bring financial expertiseis also a senior lecturer in biomedical engineering. He received his M.S. in Bioengineering from University of California, Berkeley in 1985 and is currently working on his Ph.D. in Biomedical Engineering at the University of Wisconsin—Madison. Mr. Tyler is a registered professional engineer in Wisconsin. Our Board of Directors believes that Mr. Tyler is qualified to serve as a director based on his extensive knowledge of PoNS™ device, our board.initial product candidate, and his research and development experience in the medical device industry.

Blane Walter

Mr. Walter has served as a member of our Board of Directors since December 2015. Mr. Walter is a partner at Talisman Capital Partners, a position he has held since 2011. He has served as vice chairman of inVentiv Group since 2011. Mr. Walter received a B.S. in marketing and finance from Boston College in 1993. Our Board of Directors believes that Mr. Walter is qualified to serve as director based on his background in the healthcare and pharmaceutical industries.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE.

INFORMATION REGARDING THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTEFORTHE ELECTION OF EACH OF THE SEVEN NOMINEES AS DIRECTORS.DIRECTORS AND CORPORATE GOVERNANCE

OTHER BOARD INFORMATION

Board Meetings during the fiscal year ended March 31, 2016INDEPENDENCEOF THE BOARDOF DIRECTORS

The Board held five meetings during our fiscal year ended March 31, 2016.

Director Attendance

During our fiscal year ended March 31, 2016, eachreviews its composition annually, including the determination of the independence of our directors attended at least 75%directors. Our Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the totalToronto Stock Exchange (the “TSX”) and the NASDAQ Stock Market (“NASDAQ”), as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that the following directors are independent directors within the meaning of the applicable TSX and NASDAQ listing standards: Messrs. Griffin and Walter, Vice Admiral Straw and Dr. Peng. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.

In making those independence determinations, the Board took into account certain relationships and transactions that occurred in the ordinary course of business between the Company and entities with which some of its directors are or have been affiliated. The Board considered all relationships and transactions that occurred during any 12-month period within the last three fiscal years and determined that they were not relationships that would interfere with their exercise of independent judgment in carrying out their responsibilities as directors.

The Board considered that the aggregate dollar amount of the transactions during any 12-month period within the last three fiscal years did not exceed the greater of $1 million or 2% of the other company’s consolidated gross revenues and, therefore, was not regarded as compromising the director’s independence. Based on this review, the Board affirmatively determined that all of the directors nominated for election at the Annual Meeting, other than Messrs. Deschamps and Tyler are independent under the standards set forth in applicable TSX and NYSE MKT rules.

9.

BOARD LEADERSHIP STRUCTURE

The Company’s Board of Directors is currently chaired by the President and Chief Executive Officer of the Company, Mr. Deschamps.

The Board does not have a formal policy with respect to the separation of the offices of Chief Executive Officer and chairman of the Board. It is the Board’s view that rather than having a formal policy, the Board, upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether it is in the best interests of the Company and its shareholders for such offices to be separate or combined. Our Board believes that our compensation system, our division of risk oversight responsibilities, and our Board leadership structure comprise and support the most effective risk management approach.

The Company currently believes that combining the positions of Chief Executive Officer and chairman helps to ensure that the Board and management act with a common purpose. In the Company’s view, separating the positions of Chief Executive Officer and chairman has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken the Company’s ability to develop and implement strategy. Instead, the Company believes that combining the positions of Chief Executive Officer and chairman provides a single, clear chain of command to execute the Company’s strategic initiatives and business plans. In addition, the Company believes that a combined Chief Executive Officer/chairman is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information. The Company also believes that it is advantageous to have a chairman with an extensive history with and knowledge of the Company (as is the case with Mr. Deschamps) as compared to a relatively less informed independent chairman.

ROLEOFTHE BOARDIN RISK OVERSIGHT

The Board plays an active role in overseeing management of our risks. The Board regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. The audit committee of the Board (the “Audit Committee”) is responsible for overseeing the management of financial risks. The Board also is responsible for overseeing the management of risks relating to our executive compensation policies and arrangements, and for managing risks relating to our director compensation policies and arrangements, and reviewing the independence of the Board and other corporate governance matters.

MEETINGSOF THE BOARDOF DIRECTORS

The Board of Directors met four times during the nine months ended December 31, 2016. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he served, that were held during the periodportion of the last fiscal year for which he served aswas a director or committee member, as applicable.member.

We encourage, but do not require, our directors to attend our Annual Meetings of Stockholders. We did not hold a shareholder meeting during our fiscal year ended March 31, 2016.INFORMATION REGARDING COMMITTEESOFTHE BOARDOF DIRECTORS

7

Director Independence

Our Board has determined that three of our directors, Blane Walter, Edward Straw and Thomas Griffin, qualify as independent directors under the listing standards of the Toronto Stock Exchange and the listing requirements of the New York Stock Exchange’s NYSE MKT.

Term of Office

Our directors are appointed to hold office until the next annual general meeting of our stockholders or until they resign or are removed from the board in accordance with our bylaws.

CommitteesThe Audit Committee of the Board of Directors

Our was established by the Board has the authority to appoint committees to perform certain management and administration functions. Our Board currently has an audit committee. The charter for the audit committee is available on our website.

Our audit committee is comprised of Thomas Griffin, Edward Straw and Blane Walter each of whom are independent directors under the rulesin accordance with Section 3(a)(58)(A) of the NYSE MKT and the SEC.Exchange Act. The purpose of the audit committeeAudit Committee is to assist our Board of Directors with oversight of: (i) the quality and integrity of our financial statements and its related internal controls over financial reporting, (ii) our compliance with legal and regulatory compliance, (iii) the independent registered public accounting firm’s qualifications and independence and (iv) the performance of our independent registered public accounting firm. The audit committee’sAudit Committee’s primary function is to provide advice with respect to our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. ThomasThe Audit Committee has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.

The Audit Committee is composed of three directors: Messrs. Griffin and Walter and Vice Admiral Straw. The Audit Committee met three times during the nine months ended December 31, 2016. The Board has adopted a

10.

written Audit Committee charter that is available to shareholders on the Company’s website at www.heliusmedical.com.

The Board of Directors reviews the NYSE MKT listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of the Company’s Audit Committee are independent.

The Board of Directors has also determined that Mr. Griffin qualifies as an “audit committee financial expert”expert,” as that term is defined in Item 407(d)(5)(ii)applicable SEC rules. The Board made a qualitative assessment of Regulation S-K.Mr. Griffin’s level of knowledge and experience based on a number of factors, including his formal education and experience as a chief financial officer for public reporting companies.

Report of the Audit Committee of the Board of Directors

The Audit Committee has reviewed and discussed the audited financial statements for the nine months ended December 31, 2016 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Transition Report on Form 10-K for the nine months ended December 31, 2016.

Thomas E. Griffin

Edward M. Straw

Blane Walter

The material in this report is not “soliciting material,” is not deemed “filed” with the Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Compensation Committee

We currently do not have a compensation committee and our Board performs the principal functions of a compensation committee. We have elected not to have a compensation committee because we do not believe one has been necessary or cost efficient for a company of our size. Rather, the non-employee directors of our Board perform the principal functions of a compensation committee. Until a formal compensation committee is established, the non-employee directors of our Board will continue to review all forms of compensation provided to our executive officers, directors, consultants and employees.

Family RelationshipsCompensation Determination: Processes and Procedures

There are no family relationships among ourTypically, the Board meets at least four times annually, and with greater frequency if necessary, to discuss compensation. The non-employee directors meet regularly in executive session to discuss compensation. However, from time to time, various members of management and officers.

Leadership Structure

Theother employees as well as outside advisors or consultants may be invited by the Board does not have a formal policy with respect to the separation of the offices ofmake presentations, to provide financial or other background information or advice or to otherwise participate in Board meetings. The Chief Executive Officer and Chairpersonmay not participate in, or be present during, any deliberations or determinations of the Board. It isBoard regarding his compensation or individual performance objectives.

11.

After taking into consideration the Board’s viewsix factors prescribed by the SEC that rather than having a formal policy,bear upon an outside adviser’s independence, the Company engaged Sigma Integrated Resources (“Sigma”) as its compensation and human resources consultant. Sigma also advises the non-employee directors of the Board upon considerationon the Company’s compensation strategy and in developing and implementing an executive compensation program to execute that strategy. As part of all relevant factorsits engagement, Sigma was requested by the non-employee directors to develop a comparative group of companies and circumstances, will determine, asto perform analyses of competitive performance and when appropriate, whether it is incompensation levels for that group. Sigma ultimately developed recommendations that were presented to the best interestsnon-employee directors for its consideration. Following an active dialogue with Sigma, the non-employee directors approved the recommendations.

Historically, the non-employee directors have made most of the Companysignificant adjustments to annual compensation, determined bonus and its stockholders for such offices to be separateequity awards and established new performance objectives at one or combined. Currently, Philippe Deschamps serves as both our CEO and Chairmanmore meetings held during the first quarter of the Board. Our Board believes that ouryear. Generally, the process comprises two related elements: the determination of compensation system, our divisionlevels and the establishment of risk oversight responsibilities,performance objectives for the current year. For executives other than the Chief Executive Officer, the non-employee directors solicit and our Board leadership structure compriseconsider evaluations and supportrecommendations submitted to the most effective risk management approach.

Risk Oversight

The Board plays an active role in overseeing managementCommittee by the Chief Executive Officer. In the case of our risks. The Board regularly reviews information regarding our credit, liquidity and operations,the Chief Executive Officer, the evaluation of his performance is conducted by the non-employee directors, who determine any adjustments to his compensation as well as awards to be granted. The Chief Executive Officer may not be present during these discussions. For all executives and directors as part of its deliberations, the risks associated with each. The Audit Committeenon-employee directors may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of the Board is responsible for overseeing the managementCompany’s compensation consultant, including analyses of financial risks. The Board also is responsible for overseeing the management of risks relating to our executive compensation policies and arrangements, and for managing risks relating to our director compensation policiespaid at other companies identified by the consultant.

Nominating and arrangements, and reviewing the independence of the Board and other corporate governance matters.

8

Stockholder and Interested Party Communications

The Board welcomes communications from our stockholders and other interested parties. Stockholders and other interested parties may send communications to the Board, to any particular director or the independent directors as a group, to the following address: Helius Medical Technologies, Inc., Suite 400, 41 University Drive Newtown, Pennsylvania 18940, Attention: Joyce LaViscount. Stockholders or interested parties should indicate clearly the director or directors to whom the communication is being sent so that each communication may be forwarded directly to the appropriate director(s).

Nomination of DirectorsCorporate Governance Committee

We currently do not have a nominating and corporate governance committee and our Board performs the principal functions of a nominating and corporate governance committee. We have elected not to have a nominating committee because we do not believe one has been necessary or cost efficient for a company of our sizesize. Rather, our Board performs the principal functions of such a committee. Until a formal nominating and we do not expectcorporate governance committee is established, our Board will continue to establish a nominating committee inreview and evaluate candidates to serve as directors of the foreseeable future.Company (consistent with criteria approved by the Board), review and evaluate incumbent directors, select candidates for election to the Board of Directors, determine the membership of the committees of the Board and assess the performance of management and the Board.

Generally, director nominees are identified and suggested by our directors or management using their business networks. The Board will also consider director nominees put forward by stockholders.shareholders. Our bylawsAmended and Restated Bylaws contain provisions that address the process by which a stockholdershareholder may nominate an individual to stand for election to the Board at the Annual Meeting. Stockholdersannual meeting. Shareholders may recommend individuals to our Board for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Board at Helius Medical Technologies, Inc., Suite 400, 41 University Drive, Suite 400, Newtown, Pennsylvania 18940, Attention:. Such Chairman of the Board. Such nomination must satisfy the notice, information and consent requirements set forth in our bylawsAmended and Restated Bylaws and must be received by us prior to the date set forth under “Stockholder Proposals And Nomination of Director Candidates”“When are shareholder proposals and director nominations due for next year’s annual meeting?” included herein. The Board does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a shareholder.

The Board does not have any specific minimum qualifications that director nominees must have in order to be considered to serve on the Board. However, the Board does take into consideration areas of expertise that director nominees may be able to offer, including professional experience, knowledge, abilities and industry knowledge

12.

or expertise. The Board also considers their potential contribution to the overall composition and diversity of the Board.

The Board conducts the appropriate and necessary inquiries (as determined by the Board) with respect to the backgrounds and qualifications of any potential nominees, without regard to whether a potential nominee has been recommended by our stockholders,shareholders, and, upon consideration of all relevant factors and circumstances, recommends to the Board for its approvalapproves the slate of director nominees to be nominated for election at our annual meeting of stockholders.shareholders. The Board considers potential nominees without regard to race, color, creed, religion, national origin, age, gender, sexual orientation or disability. The Board has not adopted a formal policy with respect to diversity. In general, the Company seeks a Board that includes a diversity of perspectives and includes individuals that possess backgrounds, skills, expertise and attributes that allow them to function collaboratively and effectively together in their oversight of the Company.

Voting Standard for Election Of DirectorsSHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The rulesBoard welcomes communications from our shareholders and other interested parties. Shareholders and other interested parties may send communications to the Board, to any particular director or the independent directors as a group, to the following address: Helius Medical Technologies, Inc., 41 University Drive Newtown, Suite 400, Pennsylvania 18940, Attention: Joyce LaViscount. Shareholders or interested parties should indicate clearly the director or directors to whom the communication is being sent so that each communication may be forwarded directly to the appropriate director(s).

CODEOF ETHICS

The Company has adopted the Helius Medical Technologies, Inc. Code of Business Conduct and Ethics that applies to all officers, directors and employees. The Code of Business Conduct and Ethics is available on the Company’s website at www.heliusmedical.com. If the Company makes any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Toronto Stock Exchange, which became effective December 31, 2012, require a listed issuerCode to any executive officer or director, the Company will promptly disclose in the materials sent tonature of the amendment or waiver on its stockholders for a meeting at which directors are to be elected, whether or not itwebsite.

13.

PROPOSAL 2

APPROVALOF REVERSE STOCK SPLITOFOUR COMMON STOCK

Our Board of Directors has adopted, and is recommending that our shareholders approve, an amendment to our Articles of Incorporation to effect a majority voting policyReverse Stock Split. The text of the proposed form of Articles of Amendment to our Articles of Incorporation, which we refer to as the Articles of Amendment, is attached hereto as Annex A.

We are proposing that our Board of Directors have the discretion to select the Reverse Stock Split ratio from within a range between and if not,including three-for-one (3:1) and seven-for-one (7:1), rather than proposing that shareholders approve a specific ratio at this time, in order to explain why it has not adopted such a policy in its meeting materials. A majority voting policy generally requires that a director tender his or her resignation ifgive our Board of Directors the director receives more “against” votes than “for” votes at any meeting where stockholders vote on the uncontested election of directors. On August 8, 2016, the Board votedflexibility to implement a majority voting standardReverse Stock Split at a ratio that reflects the Board’s then-current assessment of the factors described below under “—Criteria to be Used for Determining Whether to Implement the Reverse Stock Split.” If the Board decides to implement a Reverse Stock Split, we will file the Articles of Amendment with the Secretary of State of the State of Wyoming and director resignation policythe Reverse Stock Split will be effective on the date that the Articles of Amendment is processed and deemed filed by the Secretary of State of the State of Wyoming, or such later date as is chosen by the Board and set forth in the Articles of Amendment, which date we refer to in this Proposal 2 as the Effective Date. Except for uncontested electionadjustments that may result from the treatment of directors, which is described under “Majority Voting Standard” at the beginning of Proposal 1, above.

9

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Exceptfractional shares as described below, and in “Executive Compensation”, there are no transactions sinceeach of our inception, or any currently proposed transactions, in whichshareholders will hold the same percentage of our outstanding common stock immediately following the Reverse Stock Split as such shareholder holds immediately prior to the Reverse Stock Split.

Should we were or are to be a participant and in which any “related person” had orreceive the required shareholder approvals for this Proposal 2, our Board of Directors will have a directthe sole authority to elect, at any time on or indirect material interest. “Related person” includes:

Related Party Transactions

Agreement and Plan of Merger with NHC

On June 6, 2014, we entered into an Agreement and Plan of Merger among us, HMT Mergersub, Inc., our wholly-owned subsidiary, and NHC. Pursuantprior to the Agreementdate of our 2018 Annual Meeting of Shareholders, and Planwithout the need for any further action on the part of Merger we issued 35,300,083our shareholders: (1) whether to effect a Reverse Stock Split, and (2) if so, the number of whole shares of our common stock, between and including three-for-one (3:1) and seven-for-one (7:1), that will be combined into one share of our common stock, as detailed under the caption “—Effects of Reverse Stock Split.”

Notwithstanding approval of this Proposal 2 by our shareholders, our Board of Directors may, at its sole option, abandon the proposed amendment and determine prior to the effectiveness of any filing with the Secretary of State of the State of Wyoming not to effect any Reverse Stock Split. If our Board of Directors does not implement a Reverse Stock Split on or prior to the date of our 2018 Annual Meeting of Shareholders, the Reverse Stock Split will not be implemented and shareholder approval would again be required prior to implementing any Reverse Stock Split.

REASONSFOR REVERSE STOCK SPLIT

To potentially improve the marketability and liquidity of our common stock. Our Board of Directors believes that the increased market price of our common stock expected as a result of implementing a Reverse Stock Split could improve the marketability and liquidity of our common stock and encourage interest and trading in our common stock. A Reverse Stock Split could allow a broader range of institutions to invest in our common stock (namely, funds that are prohibited from buying stocks whose price is below a certain threshold), potentially increasing trading volume and liquidity of our common stock. A Reverse Stock Split could help increase analyst and broker interest in our common stock as their internal policies might discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced

14.

stocks, a low average price per share of common stock can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher.

CRITERIATOBE USEDFOR DETERMINING WHETHERTO IMPLEMENT REVERSE STOCK SPLIT

In determining whether to implement the Reverse Stock Split and which Reverse Stock Split ratio to implement, if any, following receipt of shareholder approval of Proposal 2, our Board of Directors may consider, among other things, various factors, such as:

CERTAIN RISKSAND POTENTIAL DISADVANTAGES ASSOCIATEDWITH REVERSE STOCK SPLIT

We cannot assure you that the proposed Reverse Stock Split will increase our stock price. We expect that a Reverse Stock Split will increase the market price of our common stock. However, the effect of a Reverse Stock Split on the market price of our common stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies in our industry is varied, particularly since some investors may view a reverse stock split negatively. It is possible that the per share price of our common stock after a Reverse Stock Split will not increase in the same proportion as the reduction in the number of our outstanding shares of common stock following the Reverse Stock Split, and the Reverse Stock Split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. In addition, although we believe a Reverse Stock Split may enhance the desirability of our common stock to certain potential investors, we cannot assure you that, if implemented, our common stock will be more attractive to institutional or other long term investors. Even if we implement a Reverse Stock Split, the market price of our common stock may decrease due to factors unrelated to the Reverse Stock Split. In any case, the market price of our common stock may also be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If a Reverse Stock Split is consummated and the trading price of the common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.

The proposed Reverse Stock Split may decrease the liquidity of our common stock and result in higher transaction costs. The liquidity of our common stock may be negatively impacted by a Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split. In addition, if a Reverse Stock Split is implemented, it will increase the number of our shareholders who own “odd lots” of fewer than 100 shares of common stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock. Accordingly, a Reverse Stock Split may not achieve the desired results of increasing marketability and liquidity of our common stock described above.

EFFECTSOF REVERSE STOCK SPLIT

After the effective date of any Reverse Stock Split that our Board of Directors elects to implement, each shareholder will own a reduced number of shares of common stock. However, any Reverse Stock Split will affect all of our shareholders uniformly and will not affect any shareholder’s percentage ownership interests in Helius, except to the extent that the Reverse Stock Split results in any of our shareholders owning a fractional share as described below. Voting rights and other rights and preferences of the holders of our common stock will not be

15.

affected by a Reverse Stock Split (other than as a result of the payment of cash in lieu of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately prior to a Reverse Stock Split would continue to hold 2% of the voting power of the outstanding shares of our common stock immediately after such Reverse Stock Split. The number of shareholders of NHC. Tworecord will not be affected by a Reverse Stock Split (except to the extent that any shareholder holds only a fractional share interest and receives cash for such interest after such Reverse Stock Split).

The principal effects of a Reverse Stock Split will be that:

Sublicense Agreement with Advanced Rehabilitation, LLC

PursuantThe following table contains approximate information, based on share information as of March 31, 2017, relating to our outstanding common stock based on the proposed Reverse Stock Split ratios (without giving effect to the Sublicense Agreement, ANR has granted NHC a worldwide, exclusive license to make, have made, use, lease and sell devices utilizingtreatment of fractional shares):

After the Patent Pending Rights. In addition, ANR has agreed that ownershipeffective date of any improvements, enhancementsReverse Stock Split that our Board of Directors elects to implement, our common stock would have a new committee on uniform securities identification procedures, or derivative worksCUSIP number, a number used to identify our common stock.

Our common stock is currently registered under Section 12(g) of the Patent Pending Rights whichExchange Act, and we are developed by NHC or ANR shall be owned by NHC, provided that if NHC decides not to patent such improvements, ANR may choose to pursue patent rights independently. Pursuant to the Sublicense Agreement, NHC has agreed to pay ANR royalties equal to 4% of NHC’s revenues collection from the sale of devices covered by the Patent Pending Rights and services related to the therapy or use of devices covered by the Patent Pending Rights in therapy services. Mitchell Tyler, one of our directors, and Yuri Danilov, one of our former directors, are each shareholders of ANR.

Consulting Agreement with Yuri Danilov

On July 1, 2014, Mr. Danilov, one of our former directors, entered into a consulting agreement, or the Danilov Consulting Agreement, with NHC to provide consulting services in relation to the development of the PoNS™ technology. The Danilov Consulting Agreement is valid for an initial period of 12 months, after which it continues on a month-to-month basis. Mr. Danilov will charge an hourly fee of $150 per hour or $1,000 per day if 8 or more hours are worked. Pursuant to the Danilov Consulting Agreement, Mr. Danilov will be an independent contractor and subject to the confidentiality provisions contained in the Danilov Consulting Agreement. The Company incurred charges from Mr. Danilov totaling $8,250 for the year ended March 31, 2015 in respect of this agreement. Mr. Danilov resigned as a director on December 29, 2015.

Consulting Agreement with Mitchell Tyler

On December 10, 2014, Mr. Tyler entered into a consulting agreement, or the Tyler Consulting Agreement, with NHC to provide consulting services in relation to the developmentperiodic reporting and other requirements of the PoNS™ technology.Exchange Act. The Tyler Consulting Agreement is valid for an initial periodimplementation of 12 months, after which it continuesany proposed Reverse Stock Split will not affect the registration of our common stock under the Exchange Act. Our common stock would continue to be listed on a month-to-month basis. Mr. Tyler will charge an hourly fee of $150 per hour or $1,000 per day if 8 or more hours are worked. Pursuantthe TSX under the symbol “HSM” and quoted on the OTCQB under the symbol “HSDT” immediately following the Reverse Stock Split.

16.

EFFECTIVE DATE

The proposed Reverse Stock Split would become effective on the Effective Date. Except as explained below with respect to the Tyler

10

Consulting Agreement, Mr. Tyler will be an independent contractor and subject to the confidentiality provisions contained in the Tyler Consulting Agreement. The Company incurred charges from Mr. Tyler totaling $19,950 for the year ended March 31, 2015 in respect of this agreement.

Consulting and Employment Agreements with Brian Bapty

On July 14, 2014, Dr. Bapty entered into a consulting agreement, or the Bapty Consulting Agreement, with NHC to provide consulting services in relation to the development of the PoNS™ technology. The Bapty Consulting Agreement was valid for an initial period of 12 months, after which it continued on a month-to-month basis. Dr. Bapty charged a monthly fee of $6,000. Under the terms of the Bapty Consulting Agreement, Dr. Bapty also received a onetime issuance of three-year options to purchase 100,000 commonfractional shares, at a strike price of CAD$2.52 per share with the options vesting 25% on issuance, 25% on September 30, 2014, 25% on December 31, 2014 and 25% on March 31, 2015. The Bapty Consulting Agreement included certain customary confidentiality provisions contained in the Bapty Consulting Agreement. The Company incurred charges from Dr. Babty totaling CAD$36,000 ($US31,162) for the year ended March 31, 2015 in respect of this agreement. On November 2, 2015, we entered into an employment agreement with Dr. Bapty to serveeffective as the Vice President of Strategy and Business Development of the Company. Pursuant to the employment agreement, Dr. Bapty will receive a base salary at an annualized rate of CAD$220,000 for his employment term, which is at-will. In addition to Dr. Bapty’s base salary, he shall have the opportunity to receive a target annual bonus of 25% of the base salary, conditional upon, and subject to upward or downward adjustment based upon achievements and individual goals to be established in good faith by the Company’s CEO and Dr. Bapty, which goals have not yet been established. If Dr. Bapty is terminated without cause or if Dr. Bapty resigns for good reason, the Company will pay Dr. Bapty an aggregate amount equal to the sum of his base salary and there will be accelerated vesting of the options described in the immediately preceding paragraph.

Strategic Agreement with A&B and A&B Credit Facility

On October 13, 2015, the Company announced that it, through its wholly owned subsidiary NHC, entered into the Strategic Agreement with A&B for the development and commercialization of the PoNS™ therapy in the Territories. A&B is an investment and development company owned by Dr. Kong Lam and based in Hong Kong. The Strategic Agreement transfers ownership of certain Asian patents, patent applications, and product support material for the PoNS™ device from NHC to A&B and grants to A&B, among other things, an exclusive, perpetual, irrevocable and royalty-free license, with the right to sublicense, to certain NHC technology, as more particularly described in the Strategic Agreement, to market, promote, distribute and sell PoNS™ devices solely within the Territories. Pursuant to the Strategic Agreement, A&B has assumed all development, patent (both application and defense), future manufacturing, clinical trial, and regulatory clearance costs for the Territories. The Company and A&B will share and transfer ownership of any intellectual property or support material (developed by either party) for their respective geographies. In connection with the Strategic Agreement, A&B agreed to provide a credit facility to the Company.

On November 10, 2015, the Company announced that it had issued the Note to A&B in connection with the drawdown of US$2.0 million under the A&B Credit Facility. The Company elected to immediately satisfy the terms of the Note by issuing to A&B: (i) 2,083,333 common shares at a deemed price of US$0.96 per common share; and (ii) 1,041,667 common share purchase warrants, with each warrant entitling A&B to purchase an additional common share at a price of US$1.44 for a period of three years expiring on November 10, 2018.

On December 29, 2015, the Company drew down the remaining US$5.0 million from the A&B Credit Facility in exchange for the issuance to A&B of 5,555,556 common shares at a price of US$0.90 per common share and warrants to purchase 2,777,778 commons shares for a period of three years having an exercise price of US$1.35 per common share. Additionally, pursuant to the terms of the funding commitment from A&B, the Company granted A&B the right to nominate one person to serve on the Board. A&B nominated Dr. Peng and the Board appointed Dr. Peng on December 29, 2015. The common shares and warrants issued to A&B, and the common shares underlying such warrants, are subject to a four-month statutory hold period.

Pursuant to the terms of the A&B Credit Facility, we have agreed to register theEffective Date, shares of common stock issued underand outstanding immediately prior thereto will be combined, automatically and without any action on the termspart of the Credit Facility upon the requestus or our shareholders, into a lesser number of A&B. A&B currently has beneficial ownership over 11,458,334new shares of our common stock.

11

Consulting Agreement with Montel Media, Inc.

On April 13, 2016, Montel Media, Inc. (“Montel Media”) entered into a consulting agreement, or the Montel Media Consulting Agreement, with the Company to provide consulting servicesstock in relation to the promotion of clinical trials as well as ongoing media/marketing strategy. Montel Media is owned by Montel Williams. Mr. Williams is one of three board members of MPJ. The Montel Media Consulting Agreement is valid for a period of 12 months and Montel Media will charge a monthly fee of $15,000. The total projected dollar value of the contract is $180,000. Pursuant to the Montel Media Consulting Agreement, Montel Media will be an independent contractor and subject to the confidentiality provisions contained in the Montel Media Consulting Agreement.

Review, Approval and Ratification of Related Party Transactions

Our Board has responsibility for establishing and maintaining guidelines relating to any related party transactions between us and any of our officers or directors. Any conflict of interest between a related party and us must be referred to the non-interested directors, if any, for approval. We intend to adopt written guidelines for the Board which will set forth the requirements for review and approval of any related party transactions.

12

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL 2)

In accordance with the Audit Committee’s charter,Reverse Stock Split ratio determined by our Board of Directors within the Audit Committee is responsiblelimits set forth in this Proposal 2.

CASH PAYMENT IN LIEUOF FRACTIONAL SHARES

No fractional shares of common stock will be issued as a result of any Reverse Stock Split. Instead, in lieu of any fractional shares to which a holder of common stock would otherwise be entitled as a result of the Reverse Stock Split, Helius will pay cash (without interest) equal to such fraction multiplied by the average of the closing sales prices of the common stock on the TSX (denominated in Canadian dollars and converted into U.S. Dollars using the Bank of Canada nominal noon exchange rate on each such trading date) during regular trading hours for the appointment and retentionfive consecutive trading days immediately preceding the Effective Date (with such average closing sales prices being adjusted to give effect to the Reverse Stock Split). After the Reverse Stock Split, a shareholder otherwise entitled to a fractional interest will not have any voting, dividend or other rights with respect to such fractional interest except to receive payment as described above.

As of March 31, 2017, there were approximately 199 shareholders of record of our independent auditors. Incommon stock, which number of record holders includes those holders who are deemed record holders for purposes of the Exchange Act. Upon shareholder approval of this Proposal 2, if our fiscal years endedBoard of Directors elects to implement the proposed Reverse Stock Split, shareholders owning, prior to the Reverse Stock Split, less than the number of whole shares of common stock that will be combined into one share of common stock in the Reverse Stock Split would no longer be shareholders. For example, if a shareholder held seven shares of common stock immediately prior to the Reverse Stock Split and the Reverse Stock Split ratio selected by the Board was 7:1, then such shareholder would cease to be a shareholder of Helius following the Reverse Stock Split and would not have any voting, dividend or other rights except to receive payment for the fractional share as described above. Based on our shareholders of record as of March 31, 20162017, and March 31, 2015,assuming a Reverse Stock Split ratio of 7:1, we expect that cashing out fractional shareholders would reduce the number of shareholders of record by approximately 20 or less holders. In addition, we do not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

RECORDAND BENEFICIAL SHAREHOLDERS

If this Proposal 2 is approved by our shareholders and our Board of Directors elects to implement a Reverse Stock Split, shareholders of record holding all audit and non-audit services were pre-approvedof their shares of our common stock electronically in book-entry form under the direct registration system for securities will be automatically exchanged by the Audit Committeeexchange agent and will receive a transaction statement at their address of record indicating the number of new post-split shares of our common stock they hold after the Reverse Stock Split along with payment in lieu of any fractional shares. Non-registered shareholders holding common stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Reverse Stock Split than those that would be put in place by us for registered shareholders. If you hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

If this Proposal 2 is approved by our shareholders and our Board of Directors elects to implement a Reverse Stock Split, shareholders of record holding some or all of their shares in certificate form will receive a letter of transmittal from Helius or its exchange agent, as soon as practicable after the effective date of the Reverse Stock Split. Our transfer agent is expected to act as “exchange agent” for the purpose of implementing the exchange of stock certificates. Holders of pre-Reverse Stock Split shares will be asked to surrender to the exchange agent certificates representing pre-Reverse Stock Split shares in exchange for post-Reverse Stock Split shares and

17.

payment in lieu of fractional shares (if any) in accordance with the procedures to be set forth in the letter of transmittal. No new post-Reverse Stock Split share certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.

SHAREHOLDERS SHOULD NOT DESTROY ANY PRE-SPLIT STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL THEY ARE REQUESTED TO DO SO.

ACCOUNTING CONSEQUENCES

The per share common stock net income or loss and net book value would be increased because there would be fewer shares of common stock outstanding. The Reverse Stock Split would be reflected retroactively in our consolidated financial statements. We do not anticipate that any other accounting consequences would arise as a result of any Reverse Stock Split. In particular, because our common stock has no par value, the Reverse Stock Split will have no impact on our stated capital or additional paid in capital.

NO APPRAISAL RIGHTS

Our shareholders are not entitled to dissenters’ or appraisal rights under the Wyoming Business Corporation Act with respect to the amendment to our Articles of Incorporation to allow for a Reverse Stock Split, and we will not independently provide the shareholders with any such right if any Reverse Stock Split is implemented.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material U.S. federal income tax consequences of a Reverse Stock Split to our shareholders. The summary is based on the Internal Revenue Code of 1986, as amended, or the Code, applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices as in effect on the date of this proxy statement. Changes to the laws could alter the tax consequences described below, possibly with retroactive effect. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal income tax consequences of a Reverse Stock Split. This discussion is for general information only and does not discuss the tax consequences which may apply to special classes of taxpayers (e.g., non-resident aliens, broker/dealers or insurance companies). The state and local tax consequences of a Reverse Stock Split may vary significantly as to each shareholder, depending upon the jurisdiction in which such shareholder resides. Shareholders are urged to consult their own tax advisors to determine the particular consequences to them.

In general, the federal income tax consequences of a Reverse Stock Split will vary among shareholders depending upon whether they receive cash for fractional shares or solely a reduced number of shares of common stock in exchange for their old shares of common stock. We believe that because the Reverse Stock Split is not part of a plan to increase periodically a shareholder’s proportionate interest in our assets or earnings and profits, the Reverse Stock Split should have the following federal income tax effects. A shareholder who receives solely a reduced number of shares of common stock will not recognize gain or loss. In the aggregate, such a shareholder’s basis in the reduced number of shares of common stock will equal the shareholder’s basis in its old shares of common stock and such shareholder’s holding period in the reduced number of shares will include the holding period in its old shares exchanged. A shareholder who receives cash in lieu of a fractional share as a result of the Reverse Stock Split should generally be treated as having received the payment as a distribution in redemption of the fractional share, as provided in Section 302(a) of the Code. Generally, if redemption of the fractional shares of all shareholders reduces the percentage of the total voting power held by a particular redeemed shareholder (determined by including the voting power held by certain related persons), the particular shareholder should recognize gain or loss equal to the difference, if any, between the amount of cash received and the majorityshareholder’s basis in the fractional share. In the aggregate, such a shareholder’s basis in the reduced number of shares of common stock will equal the shareholder’s basis in its old shares of common stock

18.

decreased by the basis allocated to the fractional share for which such shareholder is entitled to receive cash, and the holding period of the independent directors.reduced number of shares received will include the holding period of the old shares exchanged. If the redemption of the fractional shares of all shareholders leaves the particular redeemed shareholder with no reduction in the shareholder’s percentage of total voting power (determined by including the voting power held by certain related persons), it is likely that cash received in lieu of a fractional share would be treated as a distribution under Section 301 of the Code. Shareholders should consult their own tax advisors regarding the tax consequences to them of a payment for fractional shares.

We will not recognize any gain or loss as a result of the proposed Reverse Stock Split.

THE BOARDOF DIRECTORS RECOMMENDS

A VOTEIN FAVOROF PROPOSAL 2.

19.

PROPOSAL 3

RATIFICATIONOF SELECTIONOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointedselected BDO to serveUSA, LLP as ourthe Company’s independent auditorsregistered public accounting firm for ourthe fiscal year ended Marchending December 31, 2017 subject toand has further directed that management submit the selection of its independent registered public accounting firm for ratification by our stockholders.²the shareholders at the Annual Meeting. BDO USA, LLP has audited the Company’s financial statements since January 4, 2017. Representatives of BDO USA, LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s Amended and Restated Bylaws nor other governing documents or law require shareholder ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of BDO USA, LLP to the shareholders for ratification as a matter of good corporate practice. If the proposalshareholders fail to ratify BDO’s appointment is not approved, other certified public accountants will be considered bythe selection, the Audit Committee.Committee of the Board will reconsider whether or not to retain that firm. Even if the proposalselection is approved,ratified, the Audit Committee of the Board in its discretion may direct the appointment of newdifferent independent auditors at any time during the year if it believesthey determine that such a change would be in the best interestinterests of the Company and its stockholders.shareholders.

ChangeThe affirmative vote of the holders of a majority of the shares present in Independent Auditorperson or represented by proxy at the Annual Meeting will be required to ratify the selection of BDO USA, LLP.

CHANGEIN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

On February 19, 2015,January 4, 2017, the Audit Committee of the Board of Directors approved the dismissalappointment of Davidson & CompanyBDO USA, LLP or Davidson, as ourthe Company’s independent registered public accounting firm effective February 19, 2015.

Davidson’s report on our annualto audit the Company’s financial statements for the fiscal year ending December 31, 2016, in place of BDO Canada LLP.

The report of BDO Canada LLP on the consolidated financial statements of the Company for the two years ended March 31, 20142016, dated June 27, 2016 and included in our Annual Report on Form 10-K filed with the periodSEC on June 28, 2016, states that the Company’s recurring losses from January 22, 2013operations and its accumulated deficit raise substantial doubt about the Company’s ability to March 31, 2013 did not contain ancontinue as a going concern. Other than the foregoing, BDO Canada LLP’s report on the financial statements for the past two years contained no adverse opinion or a disclaimer of opinion norand was itnot qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal yearyears ended March 31, 20142016 and for2015 and through the period fromdate of BDO Canada LLP’s dismissal on January 22, 2013 (date of inception) to March 31, 2013 as well as the subsequent interim period through February 19, 2015,4, 2017, there have beenwere no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-Kbetween the Company and the related instructions) between us and DavidsonBDO Canada LLP on any matter of accounting principles or practices, financial statement disclosures,disclosure or auditing scope or procedure which, disagreements, if not resolved to the satisfaction of Davidson,BDO Canada LLP, would have caused itBDO Canada LLP to make reference to the subject matter of suchthe disagreements in connection with any report prepared by Davidson. Further,its reports for such fiscal years; and there have beenwere no reportable events (as describedas defined in Item 304(a)(1)(v) of Regulation S-K).S-K except for the material weakness in (i) the Company’s internal control over financial reporting disclosed in its Annual Report on Form 10-K/A for the fiscal year ended March 31, 2015, filed with the SEC on January 11, 2016, related to the design of controls with respect to the calculation of the fair value of the Company’s share based compensation, and (ii) the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016, filed with the SEC on June 28, 2016, related to the Company’s accounting staff having insufficient technical accounting knowledge relating to accounting for income taxes and complex U.S. GAAP matters. The Company has authorized BDO Canada LLP to respond fully and without limitation to all requests of BDO USA, LLP concerning all matters related to the periods audited by BDO Canada LLP, including with respect to the subject matter of these reportable events. BDO Canada LLP’s letter to the SEC stating its agreement with the statements in this paragraph was filed as an exhibit to the Company’s Current Report on Form 8-K dated January 10, 2017.

On February 19, 2015,

20.

During the Board of Directors approvednine months ended December 31, 2016 and the fiscal year ended March 31, 2016, and any subsequent interim period before the Company’s engagement of BDO CanadaUSA, LLP, orthe Company did not consult with BDO Canada, as our independent registered public accounting firm to perform independent audit services. Neither we, nor anyone on our behalf, has consulted BDO CanadaUSA, LLP regarding the application of accounting principles related to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on ourthe Company’s financial statements or as to any disagreement or reportable event as described in Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively, of Regulation S-K.statements.

PRINCIPAL ACCOUNTANT FEES PRINCIPAL ACCOUNTANT FEESAND SERVICES SERVICES

The following aretable represents the aggregate fees billed to usthe Company during the nine months ended December 31, 2016 by BDO US, LLP, the Company’s principal accountant and BDO Canada LLP, the Company’s former principal accountant and during the fiscal year ended March 31, 2016 by BDO Canada LLP, during the fiscal years ended March 31, 2016 and 2015:

13

Audit FeesCompany’s former principal accountant.

Audit fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by BDO Canada LLP in connection with statutory and regulatory filings, our registration statements and securities offerings.

Tax Fees

Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and tax compliance, customs and duties, mergers and acquisitions and tax planning.

All Other Fees

This was zero for 2016.

A majority of our independent directors, or the independent director to whom such authority was delegatedfees described above were pre-approved by the independent directors, must pre-approve all services provided by the independent registered public accounting firm.Audit Committee.

Audit Committee Pre-Approval Policies and ProceduresPRE-APPROVAL POLICIESAND PROCEDURES

Our Audit Committee has adopted policies and procedures for the pre-approval of audit services and permitted non-audit and tax services rendered by our independent registered public accounting firm. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee and a majorityCommittee’s approval of our independent directors, orthe scope of the engagement of the independent director to whom such authority was delegated byauditor or on an individual, explicit, case-by-case basis before the independent directors,auditor is engaged to provide each service. The Audit Committee must pre-approve all services provided by the independent registered public accounting firm. All of the services provided by BDO described above were approved by our Audit Committee pursuant to our Audit Committee’s pre-approval policies.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTEFORTHE RATIFICATION OF
THE APPOINTMENT OF BDO AS INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDED
MARCH 31, 2017.

14

AUDIT COMMITTEE REPORT

The Audit Committee is comprised of three independent directors and operates under a written charter adopted by the Board, a copy of which is available on the Committee Charters page of the Investor Relations section of our website located at www.heliusmedical.com. The Board has determined that eachthe rendering of the members of the Audit Committee, Messrs. Griffin, Straw and Walker,services other than audit services by BDO USA, LLP is independent as independence is defined under the applicable section of the NYSE MKT rules and the rules of the TSX and that each of Messrs. Griffin, Straw and Walker is independent as independence is defined under Rule 10A-3(b)(1) under the Exchange Act. The Board has also determined that Mr. Griffin qualifies as an “audit committee financial expert.”

The primary purposes of the Audit Committee are to assist our Board with oversight of: (i) the quality and integrity of our financial statements and its related internal controls over financial reporting, (ii) our compliance with legal and regulatory compliance, (iii) the independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our independent registered public accounting firm. The audit committee’s primary function is to provide advice with respect to our financial matters and to assist our Board in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance.

As noted above, the Audit Committee assists the Board in appointing our independent registered public accounting firm, BDO, which includes, among other things, reviewing and evaluating the performance of the lead audit partner responsible for our audit, overseeing the required rotation of the lead audit partner and reviewing and considering the selection of the lead audit partner. In appointing BDO, and the lead audit partner, the Audit Committee considered, among other things, the quality and efficiency of the services provided, including the results of a global internal survey of BDO’s performance, the technical capabilities of the engagement teams, external data concerning BDO’s audit quality, performance obtained from reports of the Public Company Accounting Oversight Board (“PCAOB”) and the engagement teams’ understanding of our company’s business. The Audit Committee and the Board believe that the continued retention of BDO to serve as the Company’s independent auditor is in the best interests of the Company and its stockholders and have recommended that stockholders ratify the appointment of BDO as the Company’s independent auditor for the fiscal year ending March 31, 2017.

The Audit Committee discussed the auditors’ review of our quarterly financial information with the auditors prior to the release of such information and the filing of our quarterly reports with the SEC. The Audit Committee also met and held discussions with management and BDO with respect to our audited year-end financial statements.

Further, the Audit Committee discussed with BDO the matters required to be discussed by Statement on Auditing Standards No. 16, as amended (Communications With Audit Committees), received the written disclosures and the letter from BDO required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and discussed with the auditors the auditors’ independence. In determining BDO’s independence, the Audit Committee considered whether BDO’s provision of non-audit services were compatible with maintaining the independence of the independent registered public accountants. The Audit Committee also discussed with the auditors and our financial management matters related to our internal control over financial reporting. Based on these discussions and the written disclosures received from BDO, the Audit Committee recommended that the Board include the audited financial statements in the Annual Report for the fiscal year ended March 31, 2016, for filing with the SEC. The Board has approved this recommendation.principal accountant’s independence.

This audit committee report is not deemed filed under the Securities Act or the Exchange Act, and is not incorporated by reference into any filings that we may make with the SEC.THE BOARDOF DIRECTORS RECOMMENDS

AUDIT COMMITTEE
Thomas Griffin (Chairperson)
Edward M. Straw
Blane WalterA VOTEIN FAVOROF PROPOSAL 3.

15

EXECUTIVE OFFICERSEXECUTIVE OFFICERS

Our directors and executive officers and their respective ages as of the date of August 5, 2016April 1, 2017 are as follows:

The biography for Messrs.of Mr. Deschamps Chiu, Peng, Tyler, Griffin, Straw and Walter is set forth above under “Electionin “Proposal 1: Election of Seven Directors (Proposal 1) – Nominees.” The following describes the business experience of each of our other executive officers, including other directorships held in reporting companies:Directors” above.

Joyce LaViscountChief Financial Officer and Chief Operating Officer

Ms. LaViscount has served as our Chief Financial Officer and Chief Operating Officer since October 19, 2015, and she previously served as onea member of our directorsBoard of Directors from March 2, 2015 untilto December 29,2015. Prior to joining Helius, Ms. LaViscount served as chief operating officer and chief financial officer of MM Health Solutions, formerly MediMedia Health, from July 2012 to August 2015. Ms. LaViscount was at MM Health Solutions (formerly MediMedia Health), a marketing services company, from July 2012 until August 2015 where she served as Chief Operating Officer and Chief Financial Officer. Concurrent with her role at MediMedia Health, Ms. LaViscount alsoconcurrently served as the CFO forchief financial officer of MediMedia Pharmaceutical Solutions from January 2014 untilto February 2015. Prior to joining MM Health Solutions,Previously, Ms. LaViscount was Executive Director/Group Controllerserved as executive director/group controller North America forof Aptalis Pharmaceuticals (2010from February 2011 to 2012). From 2004 to 2009July 2012. Ms. LaViscount worked for Endo Pharmaceuticals in a variety of roles, including Chief Accounting Officer, VP-Investor Relations and Corporate Communications, and VP Finance Operations, as well as holding operational roles in Sales Operations, Training and Corporate Strategy Development. Ms. LaViscount’s pharmaceutical industry experience also includes more than 15 years in finance at Bristol-Myers Squibb and Pharmacia. Ms. LaViscount began her career with Ernst & Young and is a New Jersey Certified Public Accountant and has Bachelor of ArtsAccountant. She received a B.A. in Businessbusiness with a concentration in Accountingaccounting from Franklin and Marshall College.College in 1984.

Jonathan SackierChief Medical Officer

Dr. Sackier joined the Company in December of 2014has served as our Chief Medical Officer and brings to his role extensive experience in new technologies and treatment methodologies gained over more than 30 years in the healthcare industry. Since 2014, Dr. Sackiersince December 2014. He has beenalso served as a Visiting Professor of Surgery at the Nuffield Department of Surgical Sciences at Oxford University.University since 2014. From 2005 to 2014, Dr. Sackier was a Visiting Professor of Surgery at the University of Virginia and prior to that a served as a Clinical Professor at The George Washington University in Washington, DC from 1995 to 1999. In 1995, while at George Washington University,University. Dr. Sackier founded and funded the Washington Institute of Surgical Endoscopy, a center for education, research, innovation and technology transfer. He is widely recognized as one of the leaders of the laparoscopic surgery revolution. In addition to his academic work, Dr. Sackier has helped build several companies including medical technology, research and product-design and medical contract sales organizations. He has also collaborated with pharmaceutical and medical device technology partners including ConvaTec, Pfizer, Karl Storz, Applied Medical, Stryker, Siemens, Bayer and Novartis. Dr. Sackier served as Chairman of Adenosine Therapeutics from 1992 to 1998, which became part of Clinical Data and then Forest Laboratories. Dr. Sackier also worked to develop and market the AESOP robot with

16

Computer Motion from 1992 to 1998. He also founded Genethics in 1985, which patented and licensed amniotic stem cell technology.

Dr. Sackier sits on several boards of directors, he has served as a memberdirector of Kypha’s boardKypha, Inc. since July 2014, Clinvue LLC since July 2010 and Brandon Medical since May 2013. He previously served as a director of Clinvue since 2010, and a director of Brandon Medical since 2009. Dr. Sackier was also director for HemoshearHemoShear Therapeutics, LLC from 2008 to 2015 and served as Chairman of Adenosine Therapeutics which became part of Clinical Data and then Forest Laboratories from 2002 to 2008.2015. He is a Trusteetrustee of First Star and previously chaired The Larry King Cardiac Foundation Board of Governors. He has also served as a board member of The American College of Surgeons Foundation, The Surgical Fellowship Foundation and Rex Bionics. A keen pilot, Jonathan advises the Aircraft Owners & Pilots Association (AOPA) on medical issues germane to pilots and authors the “Fly Well” column in AOPA the association’sPilot magazine.

Brian Bapty,Vice President, Strategy and Business Development

Dr. Bapty joined Helius as a consultant in July 2014, and full time as the Company’s Vice President, Strategy and Business Development in October 2015. His sixteen years of experience in capital markets and public companies began in 2000, when he Joined Raymond James as an equity analyst for Canadian healthcare companies. In 2008, still with Raymond James he moved to the London desk supporting institutional equity sales. Early in 2009, Dr. Bapty joined Northland Bancorp Private Equity as a partner and held management positions in investee companies. These positions included Director of Research at Galileo Equity Advisors (a small to midcap focused asset management company) and CEO of Northland Securities (in institutional focussed brokerage firm). In March 2012, Dr. Bapty left Northland Bancorp to join Confederation Minerals as President and Director where he served until November 2014.

Dr. Bapty has Ph.D. (Research Medicine, Nephrology) from the University of British Columbia (UBC), and B.Sc. (UBC) in Cell and Developmental Biology.

17

EXECUTIVE COMPENSATION

During the fiscal year ended March 31, 2016, our named executive officers consisted of Philippe Deschamps, our Chief Executive Officer, Jonathan Sackier, our Chief Medical Officer, and Joyce LaViscount, our Chief Financial Officer. Ms. LaViscount joined us as a director on February 27, 2015, and became our Chief Financial Officer on October 19, 2015.

Summary Compensation Table

Narrative Disclosure to Summary Compensation Table22.

Employment Agreement with Philippe Deschamps

On June 13, 2014, we entered into an employment agreement with Philippe Deschamps to serve as our President and CEO. This employment agreement was amended on September 1, 2014. Pursuant to the employment agreement, Mr. Deschamps received a base salary at an annualized rate of $250,000 until investments reached a level of $5 million, or the Financing Threshold, and after such Financing Threshold was met, on August 14, 2014, the Board approved the increase of his base salary to $400,000. In addition to Mr. Deschamps’ base salary, he has the opportunity to receive a target annual bonus of 30% of the base salary, conditional upon, and subject to upward or downward adjustment based upon, achievements and individual goals to be established in good faith by the Board of Directors

18