8-K 1 hsdt-8k_20180705.htm 8-K hsdt-8k_20180705.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

June 28, 2018

Date of Report (Date of earliest event reported)

 

HELIUS MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

WYOMING

001-38445

36-4787690

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation or organization)

File Number)

Identification No.)

 

(Exact name of registrant as specified in charter)

 

642 Newtown Yardley Road, Suite 100

Newtown, Pennsylvania, 18940

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (215) 944-6100

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a­12 under the Exchange Act (17 CFR 240.14a­12)

 

Pre­commencement communications pursuant to Rule 14d­2(b) under the Exchange Act (17 CFR 240.14d­2(b))

 

Pre­commencement communications pursuant to Rule 13e­4(c) under the Exchange Act (17 CFR 240.13e­4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

Emerging growth company

 

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 13(a) of the Exchange Act

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 28, 2018, Helius Medical Technologies, Inc. (the “Company”) held its 2018 annual meeting of shareholders (the “Annual Meeting”). The shareholders considered five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 29, 2018.  Of the 23,312,291 shares of Class A Common Stock outstanding as of the record date, 14,730,401 shares, or 63.2%, were present or represented by proxy at the Annual Meeting.  Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

 

Proposal No. 1:  Election of seven directors of the Company to serve until the 2019 annual meeting of shareholders of the Company and until their respective successors are elected and qualified. The votes were cast as follows:

 

Name

    

Votes For

    

Votes Withheld

 

Philippe Deschamps

 

12,953,160

 

637,230

 

Dane C. Andreeff

 

13,560,927

 

29,463

 

Mitchell E. Tyler

 

13,121,569

468,821

Edward M. Straw

 

13,563,229

 

27,161

 

Blane Walter

 

12,947,693

642,697

Huaizheng Peng

 

13,589,090

 

1,300

 

Thomas E. Griffin

 

13,147,430

442,960

 

Broker Non-Votes: 1,140,011

 

All nominees were elected.

 

Proposal No. 2:  Ratification of the appointment of BDO USA, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2018. The votes were cast as follows:

 

 

    

Votes For

    

Votes Against

    

Abstained

 

Ratification of Appointment of BDO USA, LLP

 

14,709,175

 

459

 

20,767

 

 

The appointment of BDO USA, LLP was ratified.

 

Proposal No. 3:  Approval of the reincorporation of the Company from the State of Wyoming to the State of Delaware. The votes were cast as follows:

 

 

    

 

Votes For

    

 

Votes Against

    

 

Abstained

 

Broker

Non-Votes

 

Approval of Reincorporation

 

12,890,066

 

692,769

 

7,555

 

1,140,011

 

 

The reincorporation of the Company was approved.

 

Proposal No. 4:  Ratification of the prior stock option grant to Joyce LaViscount, the Company’s Chief Financial Officer and Chief Operating Officer, to purchase 800,000 shares of common stock, on a pre-reverse stock split basis.  The votes were cast as follows:

 

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Votes For

    

 

Votes Against

    

 

Abstained

 

Broker

Non-Votes

Ratification of Prior Option Grant

 

12,335,268

 

1,245,133

 

9,989

 

1,140,011

 

The option grant was ratified.

 

Proposal No. 5:  Approval of the 2018 Equity Incentive Plan.  The votes were cast as follows:

 

 

    

 

Votes For

    

 

Votes Against

    

Broker Non-Votes

 

Ratification of Option Grant

 

12,240,545

 

1,349,445

 

1,140,011

 

 

In addition, votes cast in favor of the proposal represented 87.4% of the disinterested persons present in person of represented by proxy and entitled to vote on Proposal No. 5 (constituting a majority of such shares).  Accordingly, the 2018 Equity Incentive Plan was approved.


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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

HELIUS MEDICAL TECHNOLOGIES, INC.

 

  

  

Dated:  July 5, 2018

By:

/s/ Joyce LaViscount

 

  

Joyce LaViscount, Chief Financial Officer

 

  

 

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