8-K
Solana Co (HSDT)
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
Date of Report (Date of earliest event reported): May 23, 2022
HELIUS MEDICAL TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38445 | 36-4787690 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 642 Newtown Yardley Road, Suite 100<br><br> <br>Newtown,<br> PA | 18940 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (215) 944-6100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 \(see General Instruction A.2. below\):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, $0.001 par value | HSDT | The Nasdaq Stock Market LLC |
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
At the annual meeting of stockholders of Helius Medical Technologies, Inc. (the “Company”) held on May 23, 2022, the Company’s stockholders: (i) elected six directors, each to serve for a one-year term until the 2023 annual meeting of stockholders or until his or her
successor is duly elected and qualified or until his or her earlier death, resignation or removal; \(ii\) ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022;
and \(iii\) approved the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan.
The 2022 Equity Incentive Plan of the Company is a comprehensive equity based plan that provides for the grants of various stock awards including incentive and nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards, which can be awarded to employees and directors of the Company and its subsidiaries. The foregoing description of the 2022 Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Proposal 1—Election of directors:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| Blane Walter | 1,498,627 | 33,616 | 851,866 | |||
| Dane C. Andreeff | 1,498,354 | 33,889 | 851,866 | |||
| Edward M. Straw | 1,406,469 | 125,774 | 851,866 | |||
| Jeffrey Mathiesen | 1,521,247 | 10,996 | 851,866 | |||
| Paul Buckman | 1,470,793 | 61,450 | 851,866 | |||
| Sherrie Perkins | 1,420,724 | 111,519 | 851,866 |
Proposal 2—Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:
| Votes For | Votes Against | Abstain | ||
|---|---|---|---|---|
| 2,372,036 | 12,071 | 2 |
Proposal 3—Approval of the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan:
| Votes For | Votes Against | Abstain | Broker<br><br> <br>Non-Votes | |||
|---|---|---|---|---|---|---|
| 1,096,651 | 427,112 | 8,480 | 851,866 | |||
| Item 9.01 | Financial Statements and Exhibits. | |||||
| --- | --- |
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Helius Medical Technologies, Inc. 2022 Equity Incentive Plan, effective as of May 23, 2022 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 18, 2022) |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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: May 27, 2022 | By: | /s/ Jeffrey S. Mathiesen |
| Jeffrey S. Mathiesen<br><br> <br>Chief Financial Officer, Treasurer and Secretary |