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): June 23, 2025
HELIUS MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| - | | |
|---|---|---|
| Delaware | 001-38445 | 36-4787690 |
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| | | |
| 642 Newtown Yardley Road , **** Suite 100<br><br>Newtown , PA | 18940 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( 215 ) 944-6100
N/A
(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:
| | |
|---|---|
| ☐ | 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:
| | | <br><br> | | |
|---|---|---|---|---|
| Title of each class | **** | Trading<br><br>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 8.01Other Events.
As previously disclosed, on March 31, 2025, Helius Medical Technologies, Inc. (the “Company”) received written notice Staff stating that the Company no longer complied with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”) for continued listing on The Nasdaq Stock Market LLC because the Company’s stockholders’ equity, as reported in the Company’s Annual Report on Form 10-K for the fourth quarter and year ended December 31, 2024, had fallen below $2.5 million. The notice also indicates that the Company did not meet the alternative compliance standards. On April 1, 2025, the Company received an additional letter from Nasdaq notifying the Company that, following the hearing process, Nasdaq had granted the Company an extension, until June 30, 2025 to regain compliance with the Nasdaq Listing Rules, including the Stockholders’ Equity Requirement. Also, as previously disclosed, on June 6, 2025, the Company completed a public offering for net proceeds of approximately $8.1 million.
To demonstrate compliance with the Continued Listing Standards, the Company is furnishing the attached unaudited interim consolidated balance sheet as of June 17, 2025 which gives effect to the public offering. As reflected in the attached unaudited balance sheet, the Company has stockholders’ equity of at least $2.5 million and therefore believes it satisfies Stockholders’ Equity Requirement. The Company awaits Nasdaq’s formal confirmation that the Company has evidenced compliance with the Stockholders’ Equity Rule and all other applicable criteria for continued listing on The Nasdaq Capital Market.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description | |
|---|---|---|
| | | |
| 99.1 | | Unaudited Interim Consolidated Balance Sheet, as of June 17, 2025. |
| 104 | | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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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: June 23, 2025 | | By: | /s/ Jeffrey S. Mathiesen |
| | | **** | Jeffrey S. Mathiesen |
| | | **** | Chief Financial Officer, Treasurer and Secretary |
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Exhibit 99.1 Helius Medical Technologies, Inc.
Unaudited Condensed Interim Consolidated Balance Sheet
The unaudited balance sheet has been filed in order to show compliance with the Nasdaq requirement that the Company maintain a minimum stockholders' equity of $2.5 million for continued listing. The unaudited balance sheet presents the Company’s balance sheet as June 17, 2025 and gives effect to the Company’s public offering that closed on June 6, 2025, as adjusted for the cashless exercise of all warrants issued in the offering.
The Company’s independent registered public accounting firm has not conducted an audit or review of, and does not express an opinion or any other form of assurance with respect to, the balance sheet set forth below. It is possible that the Company or its independent registered public accounting firm may identify items that require the Company to make adjustments to the balance sheet set forth below.
(in thousands, except share data)
| | | | |
|---|---|---|---|
| | | June 17, 2025 | |
| ASSETS | | | |
| Current assets | | | |
| Cash and cash equivalents | | $ | 6,414 |
| Other receivables | | 84 | |
| Inventory, net | | 1,143 | |
| Prepaid expenses and other current assets | | 512 | |
| Total current assets | | 8,153 | |
| Property and equipment, net | | 93 | |
| Total assets | | $ | 8,246 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| Current liabilities | | ||
| Accounts payable | | $ | 858 |
| Accrued and other current liabilities | | 712 | |
| Current portion of deferred revenue | | 42 | |
| Total current liabilities | | 1,612 | |
| Deferred revenue, net of current portion | | 66 | |
| Derivative liability | | | 7 |
| Total liabilities | | **** | 1,685 |
| Stockholders' equity | | ||
| Class A common stock, $0.001 par value; 800,000,000 shares authorized; 34,913,081 shares issued and outstanding as of June 17, 2025 | | 35 | |
| Additional paid-in capital | | 184,939 | |
| Accumulated deficit | | (178,043) | |
| Accumulated other comprehensive loss | | (370) | |
| Total stockholders' equity | | **** | 6,561 |
| Total liabilities and stockholders' equity | | $ | 8,246 |