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
February 26, 2021
Date of Report (Date of earliest event reported)
HELIUS MEDICAL TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in Its Charter)
| DELAWARE | 001-38445 | 36-4787690 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br><br>Identification No.) |
| 642 Newtown Yardley Road, Suite 100<br><br><br>Newtown, PA | 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 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<br><br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
(f) Determination of Non-Equity Incentive Plan Compensation for Fiscal Year Ended December 31, 2020
On February 26, 2021, the compensation committee of the board of directors of Helius Medical Technologies, Inc. (the “Company”) approved non-equity incentive plan compensation based on performance targets for the year ended December 31, 2020 for Jonathan Sackier, one of the Company’s named executive officers identified in the Company’s registration statements on Form S-1 (Registration No. 333-251804) and related prospectus. Bonus amounts were not included under “Non-Equity Incentive Plan Compensation” in the summary compensation table included in the registration statement and related prospectus (the “Summary Compensation Table”), because, at the time of filing, the bonus amounts earned for the year ended December 31, 2020 for the named executive officers had not been determined and were not calculable. All other compensation for the Company’s named executive officers for the year ended December 31, 2020 was previously reported by the Company in the Summary Compensation Table.
The total annual compensation for the years ended December 31, 2020 and 2019 for the named executive officers, recalculated to include the non-equity incentive plan compensation approved for Mr. Sackier for 2020, are set forth below. Non-equity incentive plan compensation for Ms. LaViscount for 2020 have not been determined as at the date of this filing and are not currently calculable. See the full Summary Compensation Table for more information.
| Name and Principal Position | Year | Non-Equity Incentive Plan Compensation | Total ($) |
|---|---|---|---|
| Dane C. Andreeff | 2020 | — | $22,500 |
| Interim President and Chief Executive Officer | 2019 | — | $79,144 |
| Philippe Deschamps | 2020 | — | $786,927 |
| Former Chief Executive Officer | 2019 | — | $1,244,502 |
| Joyce LaViscount | 2020 | — (1) | $412,640 |
| Chief Financial Officer and Chief Operating Officer | 2019 | — | $1,033,031 |
| Jonathan Sackier | 2020 | $40,000 | $267,389 |
| Chief Medical Officer | 2019 | — | $798,913 |
| (1) | Amounts for Ms. LaViscount for the fiscal period ending December 31, 2020 have not been determined as at the date of this filing and are not currently calculable. | ||
| --- | --- |
SIGNATURES
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 thereunto duly authorized.
| HELIUS MEDICAL TECHNOLOGIES, INC. | ||
|---|---|---|
| Date: March 4, 2021 | By: | /s/ Joyce LaViscount |
| Joyce LaViscount | ||
| Chief Financial Officer, Chief Operating Officer and Secretary |
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