As filed with the Securities and Exchange Commission on ~~December 23, 2016~~

May 25, 2023

RegistrationNo. 333- 270433

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Helius Medical Technologies, Inc.

(Exact name of registrant as specified in its charter)

~~Wyoming~~

~~3845~~

~~36-47877690~~

Delaware

(State or other jurisdiction of

incorporation or organization)

~~(Primary Standard Industrial~~

~~Classification Code Number)~~

36-47877690

(I.R.S. Employer

Identification Number)

642 Newtown Yardley Road, Suite ~~400, 41 University Drive~~

100
Newtown, Pennsylvania 18940

(215) ~~809-2018~~

944-6100

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

~~Philippe Deschamps~~

~~President and~~

Jeffrey Mathiesen
Chief ~~Executive~~Financial Officer

Helius Medical Technologies, Inc.

642 Newtown Yardley Road, Suite ~~400, 41 University Drive~~

100
Newtown, Pennsylvania 18940

(215) ~~809-2018~~

944-6100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies ~~to:~~

~~Darren DeStefano~~

~~Cooley~~to:

Phillip D. Torrence, Esq.
Emily J. Johns, Esq.
Honigman LLP

~~One Freedom Square~~

~~Reston Town Center~~

~~11951 Freedom Drive~~

~~Reston, VA 20190-5656~~

~~(703) 456-8034~~

~~From time to time after the effective date of this Registration Statement~~

(
650 Trade Centre Way, Suite 200
Kalamazoo, MI 49002
(269) 337-7700

Approximate date of commencement of proposed sale to the ~~public)~~

public:
From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer		☐	Accelerated filer	☐

Non-accelerated filer	~~☐ (Do not check if a smaller reporting company)~~	☒	Smaller reporting company	☒

~~CALCULATION OF REGISTRATION FEE~~

Title of Each Class of
Securities To Be Registered

Amount
to be
Registered

Proposed
Maximum
Offering Price
Per Share

Proposed
Maximum
Aggregate
Offering Price

Amount of
Registration Fee (1)
Class A Common Stock, no par value per share
(2) (3) (3) —
Debt Securities
(2) (3) (3) —
Warrants
(2) (3) (3) —
Total
(2) $100,000,000 $11,590

~~(1)~~

~~Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act.~~

Emerging growth company

☐

~~(2)~~

There are being registered hereunder such indeterminate number of shares of Class A Common Stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase Class A Common Stock or debt securities as shall have an aggregate initial offering price not to exceed $100,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $100,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The securities registered also include such indeterminate number of shares of Class A Common Stock and amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of Class A Common Stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

~~(3)~~

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment ~~that~~which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the ~~Securities and Exchange~~ Commission acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any state or other jurisdiction where ~~the~~such offer or sale ~~of these securities~~ is not permitted.

SUBJECT TO COMPLETION, DATED ~~DECEMBER 23, 2016~~MAY 25, 2023

PROSPECTUS

$100,000,000

~~Class A~~

Common Stock

Preferred Stock
Debt Securities

Warrants

From time to time, we may offer and sell an aggregate amount of up to $100,000,000 of any combination of the securities described in this prospectus, either individually or in combination, in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable ~~anti-dilution~~antidilution provisions.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

This prospectus ~~provides a general description~~describes some of the general terms that may apply to an offering of our securities that we may offer. Each time we offer securities, we will provide specific terms of the securities ~~offered~~ in ~~a supplement~~one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered.

This prospectus may not be used to consummate a sale of any securities unless accompanied by a prospectus ~~supplement.~~

~~Our Class A~~supplement.

As of March 31, 2023, the aggregate market value of our outstanding common stock ~~is listed~~held by non-affiliates, or public float, was approximately $7,335,478.28 million based on the Toronto Stock Exchange (the “TSX”) under the symbols “HSM” and “HSM.S” and is quoted on the OTCQB marketplace, operated by OTC Markets Group, under the symbol “HSDT.” On December 21, 201628,213,378 shares of outstanding common stock, at a price of $0.26 per share, which was the last reported sale price of our ~~Class A Common Stock~~common stock on the Nasdaq Capital Market on March 31, 2023. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on this registration statement in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as ~~reported~~our public float remains below $75.0 million.

The applicable prospectus supplement will contain information, where applicable, as to any other listing on ~~(a)~~Nasdaq or any securities market or other exchange of the ~~TSX was CAD$1.83 per share (“HSM”) and CAD$1.75 per share (“HSM.S”) and (b)~~securities, if any, covered by the ~~OTCQB was US$1.35 per share.~~

applicable prospectus supplement.

We will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section ~~entitled~~titled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.

You should read this prospectus and any prospectus supplement, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “~~Risk Factors~~”“Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus as described on page 75 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or ~~passed upon the adequacy~~determined if this prospectus is truthful or ~~accuracy of this prospectus.~~complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , ~~2016.~~

2023.

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ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. Under this shelf registration ~~process,~~statement, we may offer and sell, either individually or in any combination, of the securities described in this prospectus in one or more offerings from time to time up to a total aggregate offering price of $100,000,000. This prospectus provides you with a general description of the securities we may offer.

Each time we ~~sell~~offer securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. You should carefully read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before investing in any of the securities offered.

THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

~~Neither~~

You should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along with the information contained in any free writing prospectuses we ~~nor any agent, underwriter~~may authorize for use in connection with a specific offering. We have not authorized anyone to provide you with different or ~~dealer has authorized any person to give~~additional information. You must not rely upon any information or ~~to make any~~ representation ~~other than those~~not contained or incorporated by reference in this prospectus, ~~any applicable~~the accompanying prospectus supplement or any related free writing prospectus ~~prepared by or on behalf of us or~~that we may authorize to ~~which we have referred~~be provided to you. This prospectus ~~any applicable supplement to this prospectus or any related free writing prospectus do not constitute~~is an offer to sell oronly the ~~solicitation of an offer to buy any~~ securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securitiesoffered hereby, but only under circumstances and in ~~any jurisdiction to any person to whom~~jurisdictions where it is ~~unlawful~~lawful to ~~make such offer or solicitation in such jurisdiction.~~

~~You should not assume that the~~do so.

The information ~~contained~~appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate ~~on any date subsequent to~~only as of the date ~~set forth~~ on the front of the document ~~or that~~and any information we have incorporated by reference is ~~correct on any date subsequent to~~accurate only as of the date of the document incorporated by reference, ~~even though~~regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, ~~is delivered,~~ or ~~securities~~the time of any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains and/or incorporates by reference market data and industry statistics and forecasts that are ~~sold,~~based on ~~a later date.~~

independent industry publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus and/or the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.

This prospectus and the information incorporated herein by reference contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the ~~heading~~section entitled “Where You Can Find More Information.”

This prospectus contains references to trademarks belonging to us and other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or ™ symbols, but such references are not intended to indicate,

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SUMMARY

The following summary highlights ~~selected~~ information contained elsewhere in this prospectus or incorporated by reference ~~elsewhere in~~into this ~~prospectus~~prospectus. This summary is not complete and does not contain all of the information that you ~~should~~need to consider in making your investment decision. ~~Before investing in our Class A Common Stock, you~~You should carefully read ~~this~~the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our ~~financial statements and the related notes and other documents incorporated by reference in this prospectus, as well as the information~~securities discussed under the ~~caption~~heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.

~~Except as otherwise indicated herein or as the context otherwise requires, references~~

As used in this prospectus, ~~to “Helius,~~unless otherwise indicated, the terms “we,” ~~the “Company,~~“us,” ~~“we,” “us”~~“our” “the Company” and ~~“our”~~“Helius” refer to Helius Medical Technologies, Inc. and its wholly owned subsidiaries, NeuroHabilitation Corporation, or NHC, and Helius Medical Technologies (Canada), Inc. Unless otherwise specified, all references to “dollars,” “US$” or “$” in this prospectus are to United States dollars. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

~~Company~~subsidiaries.

Business Overview

We are a ~~medical technology~~neurotechnology company focused on neurological wellness. ~~We seek~~Our purpose is to develop, license or acquire ~~unique~~non-implanted technologies targeted at reducing symptoms of neurological disease or trauma.

Our product, known as the Portable Neuromodulation Stimulator, or PoNS®, is an innovative non-implanted medical device, inclusive of a controller and ~~non-invasive platform technologies that amplify~~mouthpiece, which delivers mild electrical stimulation to the ~~brain’s ability~~surface of the tongue to ~~heal itself.~~

~~On June 13, 2014,~~provide treatment of gait deficit and chronic balance deficit. PoNS has marketing clearance in the U.S. for use in the U.S. as a short-term treatment of gait deficit due to mild-to-moderate symptoms for multiple sclerosis (“MS”) and is to be used as an adjunct to a supervised therapeutic exercise program in patients 22 years of age and over by prescription only. We began accepting prescriptions for PoNS in the U.S. in March 2022, and commercial sales of PoNS commenced in April 2022. PoNS is authorized for sale in Canada for three indications: (i) for use as a short term treatment (14 weeks) of chronic balance deficit due to mild-to-moderate traumatic brain injury, or mmTBI, and is to be used in conjunction with physical therapy, or PoNS TherapyTM; (ii) for use as a short term treatment (14 weeks) of gait deficit due to mild and moderate symptoms from MS and it is to be used in conjunction with physical therapy; and (iii) as a short term treatment (14 weeks) of gait deficit due to mild and moderate symptoms from stroke, to be used in conjunction with physical therapy. It has been commercially available in Canada since March 2019. PoNS is authorized for sale as a Class IIa medical device in Australia and we ~~acquired~~have been seeking a ~~100% interest~~business partner to commercialize and distribute PoNS in Australia.

Corporate History

NeuroHabilitation Corporation, ~~(“NHC”) pursuant to a plan of merger whereby our wholly owned subsidiary was merged with and into NeuroHabilitation Corporation and all of the common shares in the capital of~~or NHC, were cancelled in consideration for the issuance of an aggregate of 35,300,083 shares of our Class A common stock to the shareholders of NHC. NHC is now our wholly owned subsidiary. Prior to the transaction we had no active business.

~~NHC is~~ a Delaware corporation, incorporated on January 22, 2013, ~~which~~ is involved in the medical device industry. In January 2013, ~~NHC~~HMI entered into an exclusive rights agreement whereby Advanced Neuro-Rehabilitation LLC, ~~(“ANR”)~~or ANR, granted NHC exclusive worldwide rights to ANR’s trade secrets, knowhow and patent pending technology for a non-invasive means for delivering neurostimulation through the oral cavity, in exchange for a 50% equity investment in NHC and a 4% royalty of NHC’s revenue collected from (a) the ~~sale~~U.S. sales of products covered by any claim of the patent pending rights to end users and (b) services related to the therapy or use of such products in therapy services.

~~Our Mission~~

On June 13, 2014, we acquired a 100% interest in NHC pursuant to a plan of merger whereby our wholly-owned subsidiary was merged with and ~~Principal Product~~

~~Our mission is to develop, license~~into NHC and acquire non-invasive treatments designed to help patients affected by neurological symptoms caused by disease or trauma. The brain’s ability to reorganize its operation in response to new information sources, new functional needs, or new communication pathways is referred to as neuroplasticity. Neuroplasticity is a process underlying all ~~cerebral learning, training, and rehabilitation. Neuromodulation is the use of various external stimulation to intentionally change and regulate the internal electrochemical environment~~ of the ~~brain.~~

Applying the principles of neuroplasticity, our portable neuromodulation stimulator (“PoNS™”) device is designed to induce Cranial Nerve Non Invasive Neuromodulation (CNNIN) that utilizes the brain’s innate ability to achieve neuroplastic change to aid persons with neurological, cognitive, sensory, and motor disorders when combined with the rehabilitation process. The PoNS™ device has not yet been approved for commercialization.

~~Business Uncertainties and Going Concern Risk~~

To date we have not generated any revenue from the sales of products or services. There are a number of conditions that we must satisfy before we will be able to generate revenue, including but not limited to successful completion of the Traumatic Brain Injury (TBI) or Multiple Sclerosis (MS) clinical studies, U.S. Food and Drug Administration (“FDA”) approval, CE Mark, Health Canada or TGA in Australia clearance of the PoNS™ device for balance disorder associated with TBI, and the manufacture of a commercially-viable version of the PoNS™ device and demonstration of safety and effectiveness sufficient to generate commercial orders by customers for our product, if approved for commercialization. In addition, given the importance of the U.S. Army to our early commercial plans, if the U.S. Army were to eventually decide not to purchase our product, we would need to replace those salescommon shares in the ~~civilian market which will lower our early commercialization forecast. To date, we have not achieved any~~capital of ~~these conditions, and the~~

successful achievement of such conditions will require significant expenditures. Because we have not generated any revenues, we are significantly dependent on funding from outside investors. There is no guarantee that such funding will be available at all orNHC were cancelled in sufficient amounts to satisfy our required expenditures. Furthermore, even if we were able to raise sufficient capital to manufacture a commercially-viable version of the PoNS™ device and to receive FDA, CE Mark, Health Canada or TGA in Australia clearance, we do not currently have any contract or other arrangement to sell the PoNS™ device. Accordingly, we cannot assure you that we will ever be able to generate any revenue from the sales of products or services.

~~There is substantial doubt that we can continue as an on-going business~~consideration for the ~~next twelve months unless we obtain additional capital to pay~~issuance of an aggregate of 7,060,016 shares of our ~~expenditures. As discussed in more detail below, we recently raised additional capital in an unregistered offering of~~ Class A Common Stock to the shareholders of NHC. NHC, which changed its name to Helius Medical, Inc in December 2018, is now our wholly-owned subsidiary. Prior to the transaction we had no active business.

On January 31, 2019, we formed another wholly owned subsidiary, Helius NeuroRehab, Inc., a Delaware corporation, which will operate a clinical research site to collect data on the delivery of PoNS Treatment to patients with balance and gait disorders. On October 10, 2019, we ~~intend to seek additional funding. However, we do not currently have sufficient resources to accomplish all~~formed Helius Canada Acquisition Ltd., a company incorporated under the federal laws of Canada and a wholly owned subsidiary

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of Helius Medical Technologies (Canada), Inc., a company incorporated under the ~~conditions necessary for us to generate revenue.~~

federal laws of Canada, which acquired Heuro Canada, Inc. from Health Tech Connex Inc. on October 30, 2019.

Corporate Information

We are incorporated in the state of ~~Wyoming~~Delaware under the name ~~“Helius~~Helius Medical Technologies, Inc.” Our principal executive offices are located at 642 Newtown Yardley Road, Suite ~~400, 41 University Drive,~~100, Newtown, Pennsylvania 18940, and our telephone number is (215) ~~809-2018.~~944-6100. Our website address is www.heliusmedical.com. We have included our website address in this prospectus solely as an inactive textual reference. The information on, or that can be accessed through, our website is not part of this prospectus, and you should not rely on any such information in making the decision whether to purchase securities.

~~Implications of Being an Emerging Growth Company~~

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

~~not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;~~

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

~~reduced disclosure obligations regarding executive compensation; and~~

~~exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.~~

We may take advantage of these provisions until March 31, 2021 or such earlier time that we no longer qualify as an emerging growth company. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenues, have more than $700 million in market value of our capital stock held by~~non-affiliates~~ ~~or issue more than $1.0 billion ofnon-convertible~~ ~~debt over athree-year~~ period. We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of some reduced reporting burdens in this prospectus and the documents incorporated by reference into this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

The Securities We May Offer

We may offer ~~shares of~~ our Class A Common Stock and preferred stock, various series of debt securities and warrants to purchase any such securities, up to a total aggregate offering price of $100,000,000 from time to time in one or more offerings under this prospectus, together with any applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by market conditions at the time of the relevant offering. This prospectus provides you with a general description of the securities we may

offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:

•

designation or classification;

•

aggregate principal amount or aggregate offering price;

~~maturity;~~

•

maturity, if applicable;

•

original issue discount, if any;

•

rates and times of payment of interest or dividends, if any;

•

redemption, conversion, exchange or sinking fund terms, if any;

•

ranking, if applicable;

•

restrictive covenants, if any;

•

voting or other rights, if any;

•

conversion or exchange prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange;

~~ranking;~~

~~restrictive covenants, if any;~~

~~voting or other rights, if any;~~ and

•

important U.S. federal income tax considerations.

The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part.

~~This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.~~

We may sell the securities directly to investors or through underwriters, dealers or agents. We, and our underwriters or agents, reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities through underwriters or agents, we will include in the applicable prospectus supplement:

•

the names of those underwriters or agents;

•

applicable fees, discounts and commissions to be paid to them;

•

details regarding over-allotment options, if any; and

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•

the estimated net proceeds to us.

This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.

Common Stock. Holders of our common stock are entitled to one vote per share for the election of directors and on all other matters that require stockholder approval, as further set forth herein under the heading “Description of Common Stock.” Our common stock does not carry any preemptive rights enabling a holder to subscribe for, or receive shares of, any class of our common stock or any other securities convertible into shares of any class of our common stock, or any redemption rights. We urge you, however, to read the applicable prospectus supplement (and any related free writing prospectus) related to any common stock being offered.

Preferred Stock.We may issue shares of our ~~Class A Common Stock~~preferred stock from time to ~~time. The holders~~time, in one or more series. Under our Certificate of Incorporation, our board of directors has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock, par value $0.001 per share. You should refer to our Certificate of Incorporation and our Amended and Restated Bylaws, both of which are included as exhibits to the registration statement of which this prospectus is a part.

Our board of directors may, without further action by our stockholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the rights, preferences and limitations of each series, including voting rights, dividend rights and redemption and liquidation preferences. Satisfaction of any dividend preferences of outstanding shares of preferred stock would reduce the amount of funds available for the payment of dividends on shares of our Class A Common ~~Stock are entitled to one vote for each share held~~Stock. Holders of ~~record on all matters submitted to a vote~~shares of ~~shareholders and do not have cumulative voting rights. The holders of Class A Common Stock are~~preferred stock may be entitled to receive ~~dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. In~~a preference payment in the event of ~~our~~any liquidation, dissolution or ~~winding up,~~winding-up of our company before any payment is made to the holders of shares of our Class A Common ~~Stock will be entitled~~Stock. In some circumstances, the issuance of shares of preferred stock may render more difficult or tend to ~~share ratably in~~discourage a merger, tender offer or proxy contest, the ~~net assets legally available for distribution to shareholders after the payment~~assumption of ~~all~~control by a holder of a large block of our ~~debts~~securities or the removal of incumbent management. Upon the affirmative vote of our board of directors, without stockholder approval, we may issue shares of preferred stock with voting and ~~other liabilities. Holders~~conversion rights which could adversely affect the holders of shares of our Class A Common ~~Stock have no preemptive, conversion or subscription rights,~~Stock.

If we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the prospectus supplement for such offering and ~~there are no redemption or sinking fund provisions~~will file a copy of the certificate of designation establishing the terms of the preferred stock with the SEC. We urge you to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to ~~our Class A Common Stock.~~

be provided to you) related to the series of preferred stock being offered, as well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.

Debt ~~Securities~~.Securities. We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will rank equally with any other unsecured and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior indebtedness. Convertible debt securities will be convertible into or exchangeable for our Class A Common Stock. Conversion may be mandatory or at the holder’s option and would be at prescribed conversion rates.

The debt securities will be issued under one or more documents called indentures, which are contracts between us and a national banking association or other eligible party, as trustee. In this prospectus, we have summarized certain general features of the debt securities. We urge you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of debt securities being offered, as well as the complete indentures that contain the terms of the debt securities. ~~Forms~~A form of ~~indentures have~~indenture has been filed as ~~exhibits~~an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

~~Warrants~~. We3

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RISK FACTORS

Investing in our securities involves a high degree of risk. ~~You~~Before making an investment decision, you should carefully consider ~~carefully~~ the risks ~~and uncertainties~~ described ~~in the section entitled~~under “Risk Factors” ~~contained~~ in the applicable prospectus supplement, ~~and any related free writing prospectus, and~~together with all of the other information under similar headings ~~in our most recent and any of our subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are incorporated~~appearing in this prospectus or incorporated by reference ~~in their entirety, before deciding whether to purchase any of the securities being registered pursuant to the registration statement of which~~into this prospectus ~~is a part. These risks~~ and ~~uncertainties are not the only risks~~any applicable prospectus supplement, in light of your particular investment objectives and uncertainties we face. Additional risks and uncertainties not currently known to us, or that we currently view as immaterial, may also impair our business. If any of the risks or uncertainties described in our SEC filings or any additional risks and uncertainties actually occur, ourfinancial circumstances. Our business, financial condition or results of operations ~~and cash flow~~ could be materially ~~and~~ adversely ~~affected. In that case, the~~affected by any of these risks. The trading price of our ~~Class A Common Stock~~securities could decline due to any of these risks, and you ~~might~~may lose all or part of your investment.

This prospectus and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned elsewhere in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors” included in our most recent Annual Report on Form 10-K, which is on file with the SEC and incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, ~~and~~including the documents ~~incorporated~~that we incorporate by reference, ~~herein contain~~contains forward-looking statements ~~that reflect our management’s beliefs and views with respect to future events and are subject to substantial risks and uncertainties~~ within the meaning of Section 27A of the Securities Act of 1933, as amended ~~or the Securities Act,~~(the “Securities Act”), and Section 21E of the ~~Securities~~ Exchange Act of 1934, as amended (the “Exchange Act”). Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but are not always, made through the ~~Exchange Act. All~~use of words or phrases such as “anticipates,” “could,” “should,” “will,” “would,” “may,” “potential,” “contemplates,” “estimates,” “plans,” “projects,” “predicts,” “targets,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” and similar words or phrases. Accordingly, these statements ~~other than~~involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. Any forward-looking statements ~~of historical fact, contained~~are qualified in their entirety by reference to the factors discussed throughout this prospectus, and in particular those factors included in the sections entitled “Risk Factors” in this prospectus and our most recent Annual Report on Form 10-K, which is on file with the ~~documents~~SEC and incorporated herein by ~~reference herein, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, areforward-looking~~ ~~statements. Forward-looking statements can be identified by~~reference.

Because the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “plans,” “intends,” “estimates,” “could,” “should,” “would,” “continue,” “seeks,” “aims,” “projects,” “predicts,” “pro forma,” “anticipates,” “potential” or other similar words (including their usefactors referred to in the ~~negative),~~preceding paragraph could cause actual results or ~~by discussions of future matters~~outcomes to differ materially from those expressed in any forward-looking statements we make, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as ~~the development of product candidates or products, technology enhancements, possible changes in legislation, and other statements that are not historical.~~

~~Theforward-looking~~ ~~statements in this prospectus include, among other things, statements about:~~

~~our estimates regarding our expenses, future revenues, anticipated capital requirements and our needs for additional financing;~~

~~our ability to obtain funding for operations, including research funding;~~

~~our ability to advance our product candidate into, and successfully complete, clinical trials and the anticipated timing of such clinical trials;~~

~~the expected timing~~ of the ~~availability~~date on which it is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of ~~data~~unanticipated events. New factors emerge from ~~our clinical trials;~~

~~the timing of the initiation, progress~~time to time, and ~~results of clinical trials, preclinical studies and research and development programs;~~

~~the therapeutic benefits, effectiveness and safety of our product candidate;~~

~~the benefits and risks of our product candidate as compared to others;~~

~~our selection and licensing of product candidate;~~

~~our ability to attract and retain customers;~~

~~the success and pricing of other competing therapies that are currently or may become available;~~

~~our ability to attract and retain qualified personnel;~~

~~the manufacturing capacity of third-party manufacturers for our product candidate;~~

~~our need to effect a technology transfer to a scale manufacturer once the product candidate are launched;~~

our sources of revenues and anticipated revenues, including contributions from distributors and collaborators, product sales, license agreements and other collaborative efforts for the development and commercialization of products;

~~our expectations regarding regulatory requirements in the U.S., E.U., Canada and Australia;~~

~~whether we will receive, and the timing and costs of obtaining, regulatory clearances in the U.S., E.U., Canada, Australia and other countries where we intend to sell or license;~~

~~the competition we face from other companies, research organizations, academic institutions and government agencies, and the risks such competition pose to our product;~~

~~the rate and degree of market acceptance of our product candidate if approved for commercialization;~~

~~the building of the physical therapist infrastructure to coincide with the launch of the PoNS™ device if approved for commercialization;~~

~~our ability to defend ourselves against third-party claims of infringement or violation of, or other conflicts with, our intellectual property rights;~~

~~regulatory developments and the regulatory environments in which we operate;~~

~~our future growth plans;~~

~~our estimate of the size of the potential market for our product candidate;~~

~~the timing and amount of reimbursement for our product;~~

~~our commercialization, marketing and manufacturing capabilities and strategy;~~

~~market and industry trends;~~

~~our expectations with respect to future growth and investments in our infrastructure, and our ability to effectively manage any such growth; and~~

~~our anticipated use of the net proceeds from the sale of the securities offered hereby.~~

~~We may not actually achieve the plans, intentions or expectations disclosed in ourforward-looking~~ ~~statements. We operate in a very competitive and rapidly changing environment. It~~it is not possible for ~~our management~~us to predict ~~all risks, nor can~~which factors will arise. In addition, we cannot assess the impact of ~~all factors~~each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in anyforward-looking ~~statements we may make. Actual results or events could differ materially from the plans, intentions and expectations disclosed in theforward-looking~~ ~~statements we make, and accordingly you~~ statements.

You should ~~not place undue reliance on ourforward-looking~~ ~~statements. We have included important factors in the cautionary statements included in~~carefully read this prospectus, ~~particularly in the “Risk Factors” section in the~~any applicable prospectus supplement and any related free writing prospectus, ~~and under similar headings in~~together with the ~~documents~~information incorporated herein or therein by reference ~~herein, that we believe could cause actual results or events to differ materially from~~as described under the~~forward-looking~~ ~~statements that we make. Ourforward-looking~~ ~~statements do not reflect the potential impact~~ section titled “Incorporation of ~~any future acquisitions, mergers, dispositions, joint ventures or investments we may make.~~

~~You should read this prospectus, the applicable prospectus supplement, any free writing prospectus, the documents incorporated~~Certain Information by ~~reference herein and the documents that we have filed as exhibits to the registration statement of which this prospectus is a part completely~~Reference,” and with the understanding that our actual future results may be materially ~~different~~differ from what we expect. ~~We qualify all of theforward-looking~~ ~~statements in this prospectus and the documents incorporated by reference herein by these cautionary statements.~~

Except as required by law, forward-looking statements speak only as of the date they are made, and we ~~undertake~~assume no obligation to ~~publicly~~ update anyforward-looking statements ~~whether as a result of~~publicly, or to update the reasons why actual results could differ materially from those anticipated in any forward-looking statements, even if new information ~~future events or otherwise.~~

becomes available.

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and provisions of our ~~Articles~~Certificate of Incorporation and ~~amended~~Amended and ~~restated bylaws~~Restated Bylaws are summaries. You should also refer to the ~~Articles~~Certificate of Incorporation and the ~~amended~~Amended and ~~restated bylaws,~~Restated Bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part.

General

~~The following description of our capital stock is intended as a summary only. We refer you to our Articles~~

Our Certificate of Incorporation ~~and amended and restated bylaws which have been filed as exhibits~~authorizes us to ~~the registration statement of which this prospectus is a part, and~~issue up to ~~the applicable provisions of the Wyoming General Corporation Law. We refer in this section to our amended and restated bylaws as our Bylaws.~~

~~Our authorized capital stock consists of an unlimited number of~~150,000,000 shares of Class A Common Stock noand 10,000,000 shares of preferred stock, par ~~value.~~ value $0.001 per share, all of which shares of preferred stock are currently undesignated. Our board of directors may establish the rights and preferences of the preferred stock from time to time.

As of ~~December 20, 2016,~~March 31, 2023, there were ~~84,630,676~~outstanding 28,213,378 shares of Class A Common Stock held by 53 stockholders of record. As of March 31, 2023, there were no outstanding shares of preferred stock.

Class A Common Stock

Voting

Each holder of our Class A Common Stock ~~issued and outstanding.~~

is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Our stockholders do not have cumulative voting rights. Because of this, the holders of a majority of the shares of Class A Common Stock

~~Voting~~

~~Holders~~ entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.

Dividends

Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of our Class A Common Stock are entitled to receive ~~notice of and attend~~ratably those dividends, if any, ~~general meeting of the Company. In addition, holders of our Class A Common Stock shall have the right~~as may be declared from time to ~~vote at any such meeting on the basis of one vote for each such share held.~~

~~Dividends~~

~~Holders of our Class A Common Stock shall, in the absolute discretion of the Board, be entitled to receive dividends as and when declared~~time by the board of directors out of monies of the Company properly applicable to the payment of dividends. We have never declared or paid any cash dividends on our Class A Common Stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

legally available funds.

Liquidation

In the event of our liquidation, dissolution or winding up, holders of our Class A Common Stock will be entitled to share ratably in the net assets legally available for distribution to ~~shareholders~~stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock.

Rights and Preferences

Holders of our Class A Common Stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the ~~event~~Class A Common Stock. The rights, preferences and privileges of ~~the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company for the purpose of winding-up its affairs or upon a reduction of capital~~ the holders of our Class A Common Stock ~~shall share equally, share for share,~~are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the ~~assets and property of the Company.~~

future.

Warrants

As of ~~December 20, 2016~~March 31, 2023, we had warrants outstanding to purchase an aggregate of ~~9,585,555~~36,593,924 shares of our Class A Common Stock with a weighted average exercise price of ~~$1.36. These warrants expire between April 2018~~$1.00.

Preferred Stock

Our board of directors has the authority under our Certificate of Incorporation, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and ~~April 2019.~~

~~Compensation~~privileges of the shares of each wholly unissued series and any qualifications, limitations or

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restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.

Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of us and may adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common stock until the board of directors determines the specific rights attached to that preferred stock.

Stock Options

As of ~~December 20, 2016~~March 31, 2023, we had ~~compensation~~ options outstanding ~~which are exercisable~~ to purchase ~~a total~~an aggregate of 500,707 units, each unit consisting of one share of our Class A Common Stock and one half of one common share purchase warrant. Each compensation option entitles the holder thereof to acquire one unit at a price of CAD$1.00 per unit until April 18, 2018. Each whole warrant entitles the holder thereof to acquire one additional share of the Company’s Class A Common Stock on or before April 18, 2019 at an exercise price of CAD$1.50 per share.

~~Stock Options~~

~~As of December 20, 2016, options to purchase 9,970,000~~11,122,299 shares of our Class A Common Stock with a weighted average exercise price of ~~CAD$1.21~~$1.70 per ~~share, were outstanding.~~share. Many of these options are subject to vesting that generally occurs over a period of up to five years following the date of grant.

Restricted Stock Units

As of March 31, 2023, we had 2,016 unvested restricted stock units outstanding.

Anti-Takeover ~~Effects~~Provisions

Section 203 of ~~Our Articles~~the Delaware General Corporation Law

We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

•

before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•

on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662∕3% of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines a “business combination” to include the following:

•

any merger or consolidation involving the corporation or any direct or indirect majority-owned subsidiary of the corporation and the interested stockholder;

•

any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder (in one transaction or a series of transactions);

•

subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation or by any direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation or of such subsidiary to the interested stockholder;

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•

any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

•

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Certificate of Incorporation and ~~Wyoming General Corporation Law~~

Amended and Restated Bylaws

Our ~~Articles~~Certificate of Incorporation provides that the authorized number of directors may be changed only by resolution of the board of directors, and vacancies and newly created directorships on the board of directors may, except as otherwise required by law or determined by the board of directors, only be filled by a majority vote of the directors then serving on the board of directors, even though less than a quorum.

Our Amended and Restated Bylaws provide that all stockholder actions must be effected at a duly called meeting of stockholders and eliminate the right of stockholders to act by written consent without a meeting. Our Amended and Restated Bylaws also provide that only our Chairman of the board of directors, Chief Executive Officer or the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors may call a special meeting of stockholders.

Our Amended and Restated Bylaws also provide that stockholders seeking to present proposals before a meeting of stockholders to nominate candidates for ~~unlimited authorized shares~~election as directors at a meeting of stockholders must provide timely advance notice in writing, and specify requirements as to the form and content of a stockholder’s notice. At any meeting of stockholders for the election of directors at which a quorum is present, the election will be determined by a plurality of the votes cast by the stockholders entitled to vote at the election.

Our Certificate of Incorporation and Amended and Restated Bylaws provide that the stockholders cannot amend many of the provisions described above except by a vote of 662∕3% or more of our outstanding Class A Common Stock. ~~Our authorized but unissued~~As described above, our Certificate of Incorporation gives our board of directors the authority, without further action by our stockholders, to issue up to 10,000,000 shares of ~~Class A Common Stock~~preferred stock in one or more series.

The combination of these provisions will be available for future issuance without shareholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of unlimited authorized but unissued shares of Class A Common Stock could rendermake it more difficult ~~or discourage an attempt~~for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a ~~majority~~change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

These provisions are intended to enhance the likelihood of continued stability in the composition of our ~~Class A Common Stock by means~~board of ~~a proxy contest, tender offer, merger or otherwise.~~

~~Though not now, we~~directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be orused in the future we may become subject to Wyoming’s control share law. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exerciseproxy fights. However, such ~~voting power may be direct or indirect, as well as individual or in association with others. The~~provisions could have the effect of ~~the control share law is that the acquiring person,~~discouraging others from making tender offers for our shares and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the shareholders of the corporation, approved at a special or annual meeting of shareholders. The control share law contemplates that voting rights will be considered only once by the other shareholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the shareholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law. If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any shareholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such shareholder’s shares.

~~Wyoming’s control share law~~ may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging ~~takeovers~~takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.

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Choice of Forum

Our Certificate of Incorporation provides that the Court of Chancery of the ~~corporation. In addition~~State of Delaware will be the exclusive forum for:

•

any derivative action or proceeding brought on our behalf;

•

any action asserting a breach of fiduciary duty;

•

any action asserting a claim against us arising pursuant to the ~~control share law, Wyoming~~Delaware General Corporation Law, our Certificate of Incorporation or our Amended and Restated Bylaws; or

•

any action asserting a claim against us that is governed by the internal affairs doctrine.

The provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act.

The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any action, a ~~business combination law which prohibits certain business combinations between Wyoming corporations and “interested stockholders” for three years after~~court could find the ~~“interested stockholder” first becomes an “interested stockholder,” unless~~choice of forum provisions contained in our Certificate of Incorporation to be inapplicable or unenforceable in such action. Our Certificate of Incorporation further provides that the corporation’s board of directors approves the combination in advance. For purposes of Wyoming law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of fifteen percent or morefederal district courts of the ~~voting power~~United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, subject to and contingent upon a final adjudication in the State of Delaware of the ~~outstanding voting shares~~enforceability of ~~the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the~~

beneficial owner, directly or indirectly, of fifteen percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other shareholders. The effect of Wyoming’s business combination law is to potentially discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval of our Board.

such exclusive forum provision.

Registration Rights of A&B

Pursuant to the terms of ~~the Company’s~~our $7,000,000 Credit Facility with A&B Company Limited, ~~(the “Credit Facility”),~~dated as of October 9, 2015, or the Credit Facility, we have agreed to register the shares of Class A Common Stock issued or issuable under the terms of the Credit Facility upon the request of A&B Company Limited. As of December 31, 2022, A&B Company Limited ~~currently has beneficial ownership over 11,458,334~~beneficially owned 71,306 shares of our Class A Common ~~Stock, consisting of 7,638,889 shares of Class A Common stock and warrants to purchase 3,819,445 additional shares of Class A Common~~ Stock.

Incentive Plans

We have filed a Form S-8 registration ~~statement~~statements under the Securities Act to register shares of our Class A Common Stock issued or reserved for issuance under our 2022 Equity Incentive Plan, or the ~~June~~2022 Plan, our 2021 Inducement Plan, or the Inducement Plan, our 2018 Omnibus Incentive Plan, or the 2018 Plan, our 2016 Omnibus Incentive Plan, or the 2016 Plan, the predecessor incentive plan at the time of the adoption of the 2018 Plan, and our 2014 Stock Incentive Plan, or the 2014 Plan, the predecessor incentive plan at the time of the adoption of the 2016 Plan. ~~The~~We have ceased granting awards under the 2018 Plan, the 2016 Plan and the 2014 Plan. However, outstanding awards granted prior to the effective date of the 2022 Plan are still governed by the 2018 Plan, the 2016 Plan or the 2014 Plan, as applicable. Each Form S-8 registration statement became effective immediately upon filing, and shares covered by ~~that~~such registration statement are eligible for sale in the public markets, subject to vesting restrictions and Rule 144 limitations applicable to affiliates. ~~For a more complete discussion~~

Pursuant to the terms of ~~our June 2014 Stock Incentive~~the 2022 Plan, ~~see~~we are authorized to grant stock options, as well as awards of stock appreciation rights, restricted stock, unrestricted shares, restricted stock units, stock equivalent units and performance-based cash awards. These awards may be granted to directors, officers, employees and eligible consultants. Vesting and the ~~section titled “Executive and Director Compensation – June 2014 Stock Incentive Plan” in our Definitive Proxy Statement on Schedule 14A filed with~~term of an award is determined at the ~~SEC on August 16, 2016.~~

~~On August 8, 2016, our Board adopted~~discretion of the ~~2016 Incentive~~board of directors. As of January 1, 2023, 12,094,701 new shares were added to the 2022 Plan and ~~on September 15, 2016 our shareholders voted to approve the 2016 Incentive Plan. The maximum number~~there was an aggregate of 12,129,388 shares of Class A Common Stock remaining available for issuance under the ~~2016 Incentive~~2022 Plan.

Pursuant to the terms of the Inducement Plan, we are authorized to grant non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock and cash awards and other share-based awards. The Inducement Plan is ~~15,000,000 shares~~used exclusively for grants of ~~Class A Common Stock. To date, no grants have been made under the 2016 Incentive Plan. For a more complete discussion of our 2016 Incentive Plan, see the section titled “Summary~~awards to individuals who were not previously employees or directors of the ~~2016 Incentive Plan” in our Definitive Proxy Statement on Schedule 14A filed with the SEC on August 16, 2016.~~

Company.

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Transfer Agent and Registrar

The transfer agent and the registrar for the Company is ~~Computershare Investor Services Inc., located at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 and 510 Burrard Street, 2nd Floor, Vancouver, British Columbia, V6C 3B4.~~

American Stock Transfer & Trust Company, LLC.

Listing

Our Class A Common Stock is listed on Nasdaq under the symbol “HSDT”.

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities.

We will issue the debt securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part, or will be incorporated by reference from, reports that we file with the SEC.

The following summary of material provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indenture that contains the terms of the debt securities.

General

The indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us.

We may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued with OID will be described in more detail in any applicable prospectus supplement.

We will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:

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the title of the series of debt securities;

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any limit upon the aggregate principal amount that may be issued;

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the maturity date or dates;

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the form of the debt securities of the series;

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the applicability of any guarantees;

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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

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whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;

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if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall be determined;

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the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

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our right, if any, to defer payment of interest and the maximum length of any such deferral period;

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if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;

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the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;

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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;

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any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series;

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whether the debt securities of the series shall be issued in whole or in part in the form of a global security or securities; the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities; and the depositary for such global security or securities;

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if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange;

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if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;

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additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant;

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additions to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable;

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additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance;

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additions to or changes in the provisions relating to satisfaction and discharge of the indenture;

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additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;

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the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;

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whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made;

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the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium, if any and principal amounts of the debt securities of the series to any holder that is not a “United States person” for federal tax purposes;

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any restrictions on transfer, sale or assignment of the debt securities of the series; and

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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations.

Conversion or Exchange Rights

We will set forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for our ~~Class A Common Stock~~common stock or our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our ~~Class A Common Stock~~common stock or our other securities that the holders of the series of debt securities receive would be subject to adjustment.

Consolidation, Merger or Sale

Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as an entirety. However, any successor to or acquirer of such assets (other than aany subsidiary of ours) must assume all of our obligations under the indenture or the debt securities, as appropriate.

Events of Default under the Indenture

Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indenture with respect to any series of debt securities that we may issue:

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if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose;

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if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if any;

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if we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and

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if specified events of bankruptcy, insolvency or reorganization occur.

If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, ~~of such series of debt securities~~ due and payable immediately. If an event of default specified in the last bullet

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point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.

The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.

Subject to the terms of the indenture, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:

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the direction so given by the holder is not in conflict with any law or the applicable indenture; and

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subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

A holder of the debt securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only if:

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the holder has given written notice to the trustee of a continuing event of default with respect to that series;

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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request,

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such holders have offered to the trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the trustee in compliance with the request; and

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the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.

These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.

We will periodically file statements with the trustee regarding our compliance with specified covenants in the indenture.

Modification of Indenture; Waiver

~~Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we~~

We and the trustee may change an indenture without the consent of any holders with respect to specific matters:

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to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series;

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to comply with the provisions described above under “Description of Debt ~~Securities—~~Securities — Consolidation, Merger or Sale;”

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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;

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to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture;

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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;

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to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect;

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to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above under “Description of Debt ~~Securities—~~Securities — General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;

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to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or

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to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act.

In addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:

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extending the fixed maturity of any debt securities of any series;

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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities; or

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reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver.

Discharge

~~The~~

Each indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to:

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provide for payment;

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replace stolen, lost or mutilated debt securities of the series;

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pay principal of and premium and interest on any debt securities of the series;

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maintain paying agencies;

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hold monies for payment in trust;

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recover excess money held by the trustee;

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compensate and indemnify the trustee; and

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appoint any successor trustee.

In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange and Transfer

We will issue the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The

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Depository Trust Company, or DTC, or another depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms relating to any book-entry securities will be set forth in the applicable prospectus supplement.

At the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

If we elect to redeem the debt securities of any series, we will not be required to:

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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

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register the transfer of or exchange of any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.

Information Concerning the Trustee

The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.

Payment and Paying Agents

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

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DESCRIPTION OF WARRANTS

The following description, together with the additional information we may include in any applicable prospectus supplements and free writing prospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase ~~Class A Common Stock or debt securities~~common stock and may be issued in one or more series. Warrants may be issued independently or together with ~~Class A Common Stock or debt securities~~common stock offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.

We have filed forms of the warrant agreements as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant agreement, if any, including a form of warrant certificate, that describes the terms of the particular series of warrants we are offering. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete warrant agreements and warrant certificates that contain the terms of the warrants.

General

~~We will describe in~~

In the applicable prospectus supplement, we will describe the terms ~~relating to a~~of the series of warrants being offered, ~~including:~~

including, to the extent applicable:

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the title of such securities;

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the offering price or prices and aggregate number of warrants offered;

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the currency or currencies for which the warrants may be purchased;

~~if applicable,~~

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the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

~~if applicable,~~

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the date on and after which the warrants and the related securities will be separately transferable;

~~if applicable,~~

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the minimum or maximum amount of such warrants which may be exercised at any one time;

in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which, and currency in which, this principal amount of debt securities may be purchased upon such exercise;

in the case of warrants to purchase Class A Common Stock, the number of shares of Class A Common Stock, as the case may be, purchasable upon the exercise of one warrant and the price at which, and the currency in which, these shares may be purchased upon such exercise;•

the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;

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the terms of any rights to redeem or call the warrants;

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the terms of any rights to force the exercise of the warrants;

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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;

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the dates on which the right to exercise the warrants will commence and expire;

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the manner in which the warrant agreements and warrants may be modified;

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a discussion of any material or special U.S. federal income tax ~~consequences~~considerations of holding or exercising the warrants;

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the terms of the securities issuable upon exercise of the warrants; and

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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

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Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:

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in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or

~~in the case of warrants to purchase Class A Common Stock,~~common stock, the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

Exercise of Warrants

Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent in connection with the exercise of the warrant.

~~Upon~~

On receipt of ~~the required~~ payment and the warrant or warrant certificate, as applicable, properly completed and duly executed at the corporate trust office of the warrant agent, if any, or any other office, including ours, indicated in the ~~applicable~~ prospectus supplement, we will, as soon as practicable, issue and deliver the securities purchasable ~~upon~~on such exercise. If ~~fewer~~less than all of the warrants (or the warrants represented by ~~the~~such warrant ~~certificate~~certificate) are exercised, ~~then we will issue~~a new warrant or a new warrant certificate, as applicable, will be issued for the remaining ~~amount of~~ warrants. ~~If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.~~

Governing Law

Unless we provide otherwise in the applicable prospectus supplement, the warrants and warrant agreements, and any claim, controversy or dispute arising under or related to the warrants or warrant agreements, will be governed by and construed in accordance with the laws of the State of New York.

Enforceability of Rights by Holders of Warrants

Each warrant agent, if any, will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.

~~Outstanding Warrants to Purchase Class A Common Stock~~

As of December 20, 2016, we have outstanding immediately exercisable warrants to purchase an aggregate of 9,585,555 shares of our Class A Common Stock at a weighted average exercise price of $1.36 per share and which expire between April 2018 and April 2019.

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LEGAL OWNERSHIP OF SECURITIES

We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee or depositary maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in ~~global security~~book-entry form or in street name will be indirect holders.

Book-Entry Holders

We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

Only the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered in the name of the depositary or its participants. Consequently, for global securities, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.

As a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders, of the securities.

Street Name Holders

We may terminate a global security or issue securities that are not issued in global form. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.

For securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.

Legal Holders

Our obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.

For example, once we make a payment or give a notice to the legal holder, we have no further responsibility for the payment or notice even if that legal holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences

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of a default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would seek approval only from the legal ~~holders,~~holder, and not the indirect holders, of the securities. Whether and how the legal holders contact the indirect holders is up to the legal holders.

Special Considerations for Indirect Holders

If you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are represented by one or more global securities or in street name, you should check with your own institution to find out:

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how it handles securities payments and notices;

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whether it imposes fees or charges;

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how it would handle a request for the holders’ consent, if ever required;

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whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;

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how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and

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if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.

Global Securities

A global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities will have the same terms.

Each security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, ~~The Depository Trust Company,~~DTC, New York, New York, ~~known as DTC, or The Canadian Depository for Securities, known as CDS,~~ will be the depositary for all securities issued in book-entry form.

A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We describe those situations below under ~~“Special~~“— Special Situations When a Global Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.

If the prospectus supplement for a particular security indicates that the security will be issued as a global security, then the security will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.

Special Considerations for Global Securities

As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.

If securities are issued only as global securities, an investor should be aware of the following:

•

an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;

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•

an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above;

•

an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;

•

an investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

•

the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security;

•

we and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security, nor will we or any applicable trustee supervise the depositary in any way;

•

the depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and

•

financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities.

There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

Special Situations When a Global Security Will Be Terminated

In a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own names, so that they will be direct holders. We have described the rights of holders and street name investors above.

Unless we provide otherwise in the applicable prospectus supplement, the global security will terminate when the following special situations occur:

•

if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;

•

if we notify any applicable trustee that we wish to terminate that global security; or

•

if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.

The applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and neither we nor any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.

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PLAN OF DISTRIBUTION

We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades ~~(which may involve crosses)~~ or a combination of these methods. We may sell the securities to or through underwriters or dealers, through agents or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:

•

at a fixed price or prices, which may be changed;

•

at market prices prevailing at the time of sale;

•

at prices related to such prevailing market prices; or

•

at negotiated prices.

We may also sell equity securities covered by this registration statement in an “at the market offering” as defined in Rule 415 under the Securities Act. Such offering may be made into an existing trading market for such securities in transactions at other than a fixed price, either:

•

on or through the facilities of ~~the TSX~~Nasdaq or any other ~~security~~securities exchange or quotation or trading service on which such securities may be listed, quoted or traded at the time of sale; and/or

•

to or through a market maker other than on ~~the TSX~~Nasdaq or such other securities exchanges or quotation or trading services.

Such at the market offerings, if any, may be conducted by underwriters acting as principal or agent.

A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities, including, to the extent applicable:

•

the name or names of any underwriters, dealers or agents, if any;

•

the purchase price of the securities and the proceeds we will receive from the sale;

•

any over-allotment options under which underwriters may purchase additional securities from us;

•

any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;

•

any public offering price;

•

any discounts or concessions allowed or reallowed or paid to dealers; and

•

any securities exchange or market on which the securities may be listed.

Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.

If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.

We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities, and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.

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We may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.

We may provide agents and underwriters with indemnification against civil liabilities related to this offering, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

All securities we offer, other than ~~Class A Common Stock,~~common stock, will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities.

Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering

transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. These transactions may be effected on any exchange or over-the-counter market or otherwise.

~~In compliance~~

Any underwriters who are qualified market makers on Nasdaq may engage in passive market making transactions in the securities on Nasdaq in accordance with ~~guidelines~~Rule 103 of Regulation M, during the business day prior to the pricing of the ~~Financial Industry Regulatory Authority,~~offering, before the commencement of offers or ~~FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8%~~sales of the ~~aggregate amount~~securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities ~~offered pursuant to this prospectus~~at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any ~~applicable prospectus supplement.~~

time.

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LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, ~~certain legal matters in connection with the offering and~~ the validity of the ~~Class A Common Stock~~securities offered by this prospectus, and any supplement thereto, will be passed upon for us by ~~Holland & Hart LLP. Unless otherwise indicated~~Honigman LLP, Kalamazoo, Michigan. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement, certain legal matters in connection with the offering and the enforceability of debt securities or warrants offered by this prospectus, and any supplement thereto, will be passed upon by Cooley LLP.

supplement.

EXPERTS

The consolidated financial statements of ~~Helius Medical Technologies, Inc.~~the Company as of ~~March~~December 31, ~~2016 and 2015~~2022, and for ~~each of~~ the ~~two years in the period~~year ended ~~March~~December 31, ~~2016~~2022 incorporated by reference in this ~~Prospectus~~prospectus have been so incorporated in reliance on the report of ~~BDO Canada,~~Baker Tilly US, LLP, an independent registered public accounting firm, ~~(the report on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern),~~ incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

The report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

The consolidated financial statements of the Company as of December 31, 2021, and for the year ended December 31, 2021 incorporated by reference in this prospectus have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of athe registration statement on Form S-3 we filed with the ~~SEC. This prospectus~~SEC under the Securities Act and does not contain all of the information set forth in the registration ~~statement and its exhibits. For further information with respect to us and the securities we are offering under~~statement. Whenever a reference is made in this prospectus weto any of our contracts, agreements or other documents, the reference may not be complete and you should refer ~~you~~ to the exhibits that are a part of the registration statement ~~and its exhibits. Statements contained in~~or the exhibits to the reports or other documents incorporated by reference into this prospectus ~~as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the~~for a copy of ~~the~~such contract, agreement or other ~~document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.~~

document. We ~~are subject to the information and periodic reporting requirements of the Exchange Act, and we~~ file ~~periodic~~ reports, proxy statements and other information with the ~~SEC.~~SEC in accordance with the Exchange Act. You ~~can~~may read and copy our reports, proxy statements and other information filed with the SEC ~~filings, including the registration statement, over the Internet at~~on the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street NE, Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street NE, Washington, D.C. 20549. Please call the SEC at

~~1-800-SEC-0330~~ for further information on the operation of the public reference facilities. You may also request a copy of these filings, at no cost, by writing us at Suite 400, 41 University Drive, Newtown, Pennsylvania 18940 or telephoning us at~~(215) 809-2018.~~

We also maintain a website at www.heliusmedical.com, at which you may access these materials free of charge after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

~~The SEC allows us to~~

We “incorporate by reference” certain documents and information ~~from other documents~~ that we ~~file~~have filed with ~~it,~~the SEC into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is ~~considered~~deemed to be part of this ~~prospectus.~~

~~We incorporate~~prospectus, except for any information superseded by ~~reference into~~information contained directly in this prospectus. This prospectus ~~and~~incorporates by reference:

•

our Annual Report on Form 10-K for the ~~registration statement of which this prospectus form a part the information or documents listed below that we have~~fiscal year ended December 31, 2022, filed with the SEC ~~and any future filings we will make~~on March 9, 2023, including the information specifically incorporated by reference into such Annual Report on Form 10-K from our definitive proxy statement for our 2023 Annual Meeting of Stockholders filed with the SEC ~~under~~on April 21, 2023;

•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 11, 2023;

•

our Current Report on Form 8-K filed with the SEC on March 24, 2023; and

•

the description of our Common Stock in Exhibit 4.7 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 14, 2022.

All documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, ~~(other than information furnished~~except as to any portion of any report or document that is not deemed filed under ~~Item 2.02~~such provisions, (i) on or ~~Item 7.01 of Form 8-K)~~ after the date of ~~the initial~~ filing of the registration statement containing this prospectus and prior to the effectiveness of the registration statement and (ii) on or after the date of this prospectus until the earlier of the date on which all of the securities registered hereunder have been sold or the registration statement of which this

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prospectus is a part ~~and prior to effectiveness of such registration statement, and until the termination of the offering of the securities covered~~has been withdrawn, shall be deemed incorporated by ~~this prospectus:~~

~~our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, as amended (filed June 28, 2016, as amended November 1, 2016);~~

~~our Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2016 (filed August 15, 2016) and September 30, 2016 (filed November 14, 2016);~~

~~our Definitive Proxy Statement on Schedule 14A filed on August 16, 2016;~~

our Current Reports on Form 8-K dated April 15, 2016 (filed April 18, 2016, as amended on April 20, 2016), April 20, 2016 (filed April 26, 2016), June 6, 2016 (filed June 6, 2016), July 15, 2016 (filed July 18, 2016, as amended July 20, 2016), August 8, 2016 (filed August 8, 2016), September 15, 2016 (filed September 20, 2016) and November 15, 2016 (filed November 21, 2016); and

the description of our Class A Common Stock included in our registration statement on Form 10 (filed April 15, 2015, as amended on May 4, 2015) including any amendment or reports filed for the purposes of updating this description.

~~Any statement contained~~reference in this prospectus orand to be a part of this prospectus from the date of filing of those documents. Nothing in ~~a document incorporated or~~this prospectus shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02 or 7.01 of Form 8-K.

These documents may also be accessed on our website at www.heliusmedical.com. Information contained in, or accessible through, our website is not a part of this prospectus. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and information regarding issuers that file electronically with the SEC.

We will provide without charge to each person, including any beneficial owners, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all reports or documents referred to above which have been or may be incorporated by reference into this prospectus ~~will~~but not delivered with this prospectus, excluding exhibits to those reports or documents unless they are specifically incorporated by reference into those documents. You may request a copy of these documents by writing or telephoning us at the following address:

Helius Medical Technologies, Inc.
642 Newtown Yardley Road, Suite 100
Attn: Jeffrey Mathiesen
Phone: (215) 944-6100

Any statements contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or(or in any other subsequently filed document ~~that~~which also is ~~deemed to be~~ incorporated by reference ~~into~~in this ~~prospectus~~prospectus) modifies or supersedes ~~the~~such statement. Any ~~statements~~statement so modified or superseded shall not be deemed ~~except as so modified or superseded,~~ to constitute a part of this ~~prospectus.~~

~~We will furnish without charge to you, on written~~prospectus except as so modified or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, including exhibits to these documents. You should direct any requests for documents to Helius Medical Technologies, Inc., Suite 400, 41 University Drive, Newtown, Pennsylvania 18940; telephone:superseded.

~~(215) 809-2018.~~26

You also may access these filings on our website at www.heliusmedical.com. We do not incorporate the information on our website into this prospectus or any supplement to this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any supplement to this prospectus (other than those filings with the SEC that we specifically incorporate by reference into this prospectus).

~~$100,000,000~~

~~Class A Common Stock~~

~~Debt Securities~~

~~Warrants~~

~~PROSPECTUS~~

~~, 2016~~

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

~~Item 14.~~

~~Other Expenses of Issuance and Distribution~~

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the estimated costs and expenses, ~~to be incurred~~other than underwriting discounts and commissions, payable by us in connection with the offering of the securities ~~described in this registration statement, all of which will be paid by~~being registered. All the ~~registrant. All~~ amounts shown are estimates, except for the SEC registration fee.

   Amount
Securities and Exchange Commission registration fee
   $ 11,590
Canadian Securities Filings
   27,982
Accountants’ fees and expenses
                (1)
Legal fees and expenses
                (1)
Printing and miscellaneous
                (1)


Total expenses
   $              (1)

~~(1)~~

~~These fees are calculated based on the securities offered and the number of issuances and, accordingly, cannot be estimated at this time.~~

SEC registration fee	$	11,020.00
FINRA filing fee		*
Accounting fees and expenses		*
Legal fees and expenses		*
Transfer agent fees and expenses		*
Trustee fees and expenses		*
Printing and miscellaneous expenses		*
Total	$	*

These fees are calculated based on the securities offered and the number of issuances and, accordingly, cannot be estimated at this time.

~~Item 15.~~

Item 15. Indemnification of Directors ~~and Officers~~

~~Our directors~~ and ~~officers~~Officers

We are ~~indemnified as provided by~~incorporated under the Wyoming Business Corporation Act (the “WBCA”), our Articles of Continuance and our Bylaws. Article 14 of our Articles of Incorporation provide for indemnification of our directors and officers as follows:

~~PERSONAL LIABILITY; INDEMNIFICATION; ADVANCEMENT OF EXPENSES: To the fullest extent permitted by law, a director~~laws of the ~~Company shall not be personally liable to the Company or to its shareholders for monetary damages for any breach~~State of ~~fiduciary duty as a director. No amendment to, modification of or repeal of this paragraph 14 shall apply to or have any effect on the liability or alleged liability of any director~~Delaware. Section 145 of the ~~Company for~~DGCL provides that a Delaware corporation may indemnify any persons who were, are, or with respect to any acts or omissions of such director occurring prior to such amendment. The Company shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or isare threatened to be made, a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Company shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the board of directors of the Company. Any amendment, repeal or modification of this paragraph 14 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Our Bylaws provide that we shall indemnify a director as required by the mandatory indemnification provisions of the WBCA to the extent applicable, and as otherwise provided in the Articles of Incorporation.

We have entered into indemnification agreements with our directors and officers. These agreements provide broader indemnity rights than those provided under the WBCA and our Articles of Incorporation. The indemnification agreements are not intended to deny or otherwise limit third-party or derivative suits against us or our directors or officers, but to the extent a director or officer were entitled to indemnity or contribution under the indemnification agreement, the financial burden of a third-party suit would be borne by us, and we would not benefit from derivative recoveries against the director or officer. Such recoveries would accrue to our benefit but would be offset by our obligations to the director or officer under the indemnification agreement

~~II-1~~

~~Wyoming Business Corporation Act~~

The WBCA provides that a corporation shall indemnify any director, and may indemnify any officer, employee or agent, of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein.

~~The WBCA provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party~~parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative ~~except~~(other than an action by or in the right of ~~the corporation,~~such corporation), by reason of the fact that hesuch person is or was aan officer, director, ~~officer,~~ employee or agent of ~~the~~such corporation, or is or was serving at the request of ~~the~~such corporation as aan officer, director, ~~officer,~~ employee or agent of another corporation ~~partnership, joint venture, trust~~ or ~~other enterprise, against~~enterprise. The indemnity may include expenses ~~including~~(including attorneys’ ~~fees,~~fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by ~~him~~such person in connection with ~~the~~such action, suit or proceeding, ~~if he: (a) is not liable pursuant to the WBCA; or (b)~~provided that such person acted in good faith and in a manner ~~which~~ he or she reasonably believed to be in or not opposed to the corporation’s best interests ~~of the corporation,~~ and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was ~~unlawful.~~

~~The WBCA provides that a~~illegal. A Delaware corporation may indemnify any ~~person~~persons who ~~was~~were, are, or ~~is a party or is~~are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation ~~to procure a judgment in its favor~~ by reason of the fact that hesuch person is or was a director, officer, employee or agent of ~~the~~such corporation, or is or was serving at the request of ~~the~~such corporation as a director, officer, employee or agent of another corporation ~~partnership, joint venture, trust~~ or ~~other enterprise against~~enterprise. The indemnity may include expenses ~~including amounts paid in settlement and~~(including attorneys’ ~~fees~~fees) actually and reasonably incurred by ~~him~~such person in connection with the defense or settlement of ~~the~~such action or ~~suit if he: (a) is not liable pursuant to the WBCA; or (b)~~suit; provided such person acted in good faith and in a manner ~~which~~ he or she reasonably believed to be in or not opposed to the corporation’s best interests ofexcept that no indemnification is permitted without judicial approval if the ~~corporation. Indemnification may not be made for any claim, issue~~officer or ~~matter as to which such a person has been~~director is adjudged ~~by a court of competent jurisdiction, after exhaustion of all appeals there from,~~ to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) actually and reasonably incurred.

Our certificate of incorporation provides for ~~amounts paid~~the indemnification of its directors to the fullest extent permitted under the DGCL. Our amended and restated bylaws provide for the indemnification of its directors and officers to the fullest extent permitted under the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide in ~~settlement~~its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation ~~unless and only~~or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:

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•

transaction from which the director derives an improper personal benefit;

•

act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•

unlawful payment of dividends or redemption of shares; or

•

breach of a director’s duty of loyalty to the ~~extent that the court~~corporation or its stockholders.

Our certificate of incorporation includes such a provision. Under our bylaws, expenses incurred by any officer or director in ~~which the~~defending any such action, suit or ~~suit was brought~~proceeding in advance of its final disposition shall be paid by us upon delivery to it of an undertaking, by or ~~other court~~on behalf of ~~competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for~~ such ~~expenses in accordance with the WBCA as the court deems proper.~~

~~The WBCA provides that except as otherwise provided by specific statute, no~~ director or officer, ~~of a corporation is individually liable for a debt or liability of the corporation, unless the~~to repay all amounts so advanced if it shall ultimately be determined that such director or officer ~~acts~~is not entitled to be indemnified by us, as long as such undertaking remains required by the ~~alter ego~~DGCL.

Section 174 of the ~~corporation. The court as a matter of law must determine the question of whether~~DGCL provides, among other things, that a director who willfully or ~~officer acts as~~negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the ~~alter ego~~unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

As permitted by the DGCL, we have entered into indemnity agreements with each of its directors and executive officers, that require us to indemnify such persons against any and all expenses (including reasonable attorneys’ fees), witness fees, damages, judgments, fines, settlements and other amounts incurred (including expenses of a ~~corporation.~~

derivative action) in connection with any action, suit or proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director, an officer or an employee of the Registrant or any of its affiliated enterprises, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.

We have an insurance policy in place that covers its officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

Item 16. Exhibits

The following exhibits are incorporated by reference or filed herewith and made a part of this registration statement.

~~Item 16.~~

~~Exhibits and Financial Statement Schedules~~

EXHIBIT
NUMBER

DESCRIPTION OF DOCUMENT

~~(a)~~1*	~~The exhibits~~	Form of Underwriting Agreement
3.1		Certificate of Conversion filed with the Delaware Secretary of State on July 18, 2018 (incorporated by reference to Exhibit 3.1 to the ~~registration statement are listed in the Exhibit Index attached hereto and incorporated~~Form 10-Q filed August 9, 2018)
3.2		Certificate of Incorporation, as corrected (incorporated by reference ~~herein.~~to Exhibit 3.1 to the Form 8-K filed October 30, 2018)
3.3		Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 31, 2020)
3.4		Bylaws as amended and restated (incorporated by reference to Exhibit 3.3 to the Form 10-Q filed August 9, 2018)
4.1^		Form of Common Stock Warrant Agreement and Warrant Certificate
4.2^		Form of Preferred Stock Warrant Agreement and Warrant Certificate
4.3^		Form of Indenture
4.4^		Form of Debt Securities Warrant Agreement and Warrant Certificate
5.1^		Opinion of Honigman LLP
23.1**		Consent of BDO USA, LLP

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~~(b)~~ EXHIBIT NUMBER	~~No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or notes~~	DESCRIPTION OF DOCUMENT
23.2**		Consent of Baker Tilly US, LLP
23.3^		Consent of Honigman LLP
24.1^		Power of Attorney
107^		Calculation of Registration Fee

~~Item 17.~~

~~Undertakings~~

If required, to be filed by amendment or as an exhibit to a report filed under the Exchange Act and incorporated herein by reference.

Filed herewith.

Previously filed.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

~~(i)~~

~~To include any prospectus required by Section 10(a)(3) of the Securities Act;~~

~~(ii)~~

~~To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or~~

~~II-2~~

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

~~(iii)~~

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

~~provided, however~~~~, that the undertakings~~ set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the ~~SEC~~Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 ~~as amended, or the Exchange Act,~~ that are incorporated by reference in this registration statement or are contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

~~(i)~~

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

~~(ii)~~

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial~~bona fide~~ ~~offering thereof.~~~~Provided, however~~, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(i)

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to

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Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) ~~any~~

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) ~~any~~

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) ~~the~~

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) ~~any~~

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

~~II-3~~

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange ~~Act)~~Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.

(7) That for purposes of determining any liability under the Securities Act, (i) the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(l) or (4) or 497(h) under the Securities Act shall be deemed to be a part of the registration statement as of the time it was declared effective; and (ii) each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offing of such securities at that time shall be deemed to be the initial~~bona fide~~ ~~offering thereof.~~

(8) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the ~~SEC~~Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the ~~Registrant~~registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this ~~registration statement~~Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newtown, ~~Commonwealth of~~ Pennsylvania, on ~~December 22, 2016.~~

May 25, 2023.


	Helius Medical Technologies, Inc.

By			By:	/s/ ~~Philippe Deschamps~~
		~~Philippe Deschamps~~
		Dane C. Andreeff Dane C. Andreeff President, ~~and~~ Chief Executive Officer and Director

~~POWER OF ATTORNEY~~

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Philippe Deschamps and Joyce LaViscount, and each and either of them, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed by the following persons in the capacities ~~indicated~~and on ~~this 22nd day of December, 2016.~~

the dates indicated.

	Signature		Title	Date
~~Signature~~			~~Title~~

/s/ ~~Philippe Deschamps~~ Dane C. Andreeff Dane C, Andreeff			President, Chief Executive Officer, and a Director (Principal Executive Officer)	May 25, 2023
~~Philippe Deschamps~~			~~(Principal Executive Officer)~~

/s/ ~~Joyce LaViscount~~ Jeffrey S. Mathiesen Jeffrey S. Mathiesen			Chief Financial Officer and ~~Chief Operating Officer~~Director (Principal Accounting and Financial Officer)	May 25, 2023
~~Joyce LaViscount~~	* Paul Buckman		~~(Principal Financial and Accounting Officer)~~Director	May 25, 2023
	* Blane Walter		Director	May 25, 2023
~~/s/ Savio Chiu~~	* Sherrie Perkins		Director
~~Savio Chiu~~		May 25, 2023

~~/s/ Blane Walter~~			~~Director~~
~~Blane Walter~~

~~/s/ Thomas Griffin~~			~~Director~~
~~Thomas Griffin~~

~~/s/ Edward M. Strawt~~			~~Director~~
* Edward M. Straw

~~/s/ Huaizheng Peng~~			Director
~~Huaizheng Peng~~		May 25, 2023

~~/s/ Mitch Tyler~~			~~Director~~
~~Mitch Tyler~~

~~II-5~~

~~EXHIBIT INDEX~~


~~Exhibit~~ ~~Number~~		~~Description of Exhibit~~

1.1*		~~Form of Underwriting Agreement~~

~~2.2~~		Agreement and Plan of Merger among Helius Medical Technologies, Inc., HMT Mergersub, Inc. and NeuroHabilitation Corporation, dated June 6, 2014 (incorporated by reference to Exhibit 10.6 to the Form S-1 filed with the SEC on July, 2014)

~~4.1~~		Articles of Incorporation, also known as Articles of Continuance, filed with the Wyoming Secretary of State on June 2, 2014 (incorporated by reference to Exhibit 3.1 to the Form S-1 filed with the SEC on July 14, 2014)

~~4.2~~		~~Articles of Amendment filed with the Wyoming Secretary of State on July 3, 2014 (incorporated by reference to Exhibit 3.2 to the Form S-1 filed with the SEC on July 14, 2014)~~

~~4.3~~		~~Articles of Amendment filed with the Wyoming Secretary of State on April 27, 2015 (incorporated by reference to Exhibit 3.3 to amendment no. 1 to the Form 10 filed with the SEC on May 4, 2014)~~

~~4.4~~		~~Bylaws as amended and restated (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on March 23, 2016~~

~~4.5~~		~~Form of Warrant (included in Exhibit 4.2)~~

~~4.6~~		Warrant Indenture dated April 18, 2016 by and between Helius Medical Technologies, Inc and Computershare Investor Services Inc. (incorporated by reference to Exhibit 4.1 to amendment no. 1 to the Form 8-K filed April 18, 2016 and amended on April 20, 2016)

~~4.7~~		~~Form of Indenture~~

~~4.8~~		~~Form of Warrant to Purchase Class A Common Stock~~

~~4.9~~		~~Form of Warrant to Purchase Debt Securities~~

~~5.1~~		~~Opinion of Cooley LLP~~

~~5.2~~		~~Opinion of Holland & Hart LLP~~

12.1*		~~Statement Regarding Computation of Ratios~~

~~23.1~~		~~Consent of Independent Registered Public Accounting Firm~~

~~23.2~~		~~Consent of Cooley LLP (included in Exhibit 5.1)~~

~~23.3~~		~~Consent of Holland & Hart LLP (included in Exhibit 5.2)~~

~~24.1~~		~~Power of Attorney (included on the signature page of the initial filing of this Registration Statement)~~

25.1**		~~Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, under the Indenture~~

*	~~To be filed by amendment or by a report filed under the Exchange Act and incorporated herein by reference, if applicable.~~

~~To be filed, if necessary, separately under electronic form type “305B2” in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.~~*By:

/s/ Dane Andreeff

Attorney-in-fact

~~II-6~~

II-5



Title of Each Class of Securities To Be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (1)
Class A Common Stock, no par value per share	(2)	(3)	(3)	—
Debt Securities	(2)	(3)	(3)	—
Warrants	(2)	(3)	(3)	—
Total	(2)		$100,000,000	$11,590

	ABOUT THIS PROSPECTUS			ii
	SUMMARY	~~Page~~		1
~~Summary~~	RISK FACTORS		3	5
~~Risk Factors~~	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		7	5
~~Special Note Regarding Forward-Looking Statements~~	USE OF PROCEEDS		7	6
~~Industry and Other Data~~	DESCRIPTION OF CAPITAL STOCK		9	7
~~Use of Proceeds~~	DESCRIPTION OF DEBT SECURITIES		9	11
~~Description of Capital Stock~~	DESCRIPTION OF WARRANTS		9	18
~~Description of Debt Securities~~	LEGAL OWNERSHIP OF SECURITIES		11	20
~~Description of Warrants~~	PLAN OF DISTRIBUTION		17	23
~~Legal Ownership of Securities~~	LEGAL MATTERS		19	25
~~Plan of Distribution~~	EXPERTS		22	25
~~Legal Matters~~	WHERE YOU CAN FIND MORE INFORMATION		24	25
~~Experts~~	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		24
~~Where You Can Find More Information~~		25	24
~~Incorporation of Certain Information by Reference~~			25


	Amount
Securities and Exchange Commission registration fee	$	11,590
Canadian Securities Filings		27,982
Accountants’ fees and expenses			(1)
Legal fees and expenses			(1)
Printing and miscellaneous			(1)

Total expenses	$		(1)