NEWTOWN, PENNSYLVANIA AND VANCOUVER, BRITISH COLUMBIA, June 23, 2014 – Helius Medical Technologies, Inc. (“Helius” or the “Company”) is pleased to announce that further to its news release on June 13, 2014, the Company expects to start trading on the Canadian Securities Exchange on June 23, 2014 under the symbol “HSM”.
The Company completed a plan of merger (the “Transaction”) on June 13, 2014, as announced in a previous news release dated June 13, 2014, whereby the Company acquired 100% of the issued and outstanding common shares of Neurohabilitation Corporation (“Neuro”). Pursuant to the plan of merger, the Company issued an aggregate of 35,300,083 common shares to the Neuro shareholders. Certain shares issued to the principals of the Company are subject to escrow conditions required by applicable securities laws and CSE requirements.
In connection with the Transaction, the Company closed a private placement on May 30, 2014 (the “Private Placement”) consisting of 15,240,000 subscription receipts at a price of $0.50 per subscription receipt for gross proceeds of $7,620,000, as announced in a previous news release dated June 19, 2014 and May 30, 2014. Upon closing of the Transaction, each Subscription Receipt automatically converted, for no additional consideration, into one common share of Helius and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional common share of the Company at a price of $1.00 for a period of two years from the date of closing of the Private Placement.
The securities issued pursuant to the Transaction and the Private Placement, including the common shares issuable upon exercise of the warrants, have not been registered under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities issued by the Company pursuant to the Transaction and the Private Placement are “restricted securities” as defined under Rule 144(a)(3) of the U.S. Securities Act and contain the appropriate restrictive legends as required under the U.S. Securities Act and Canadian Securities Administrators National Instrument 45-102.
Neuro is a Delaware company involved in the medical device industry. Neuro has exclusive worldwide rights to a patent pending technology that is believed will enable the first non-invasive means for delivering neurostimulation through the oral cavity (the “PoNSTM”).
The brain’s ability to recognize 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 external tactile stimulation to intentionally change and regulate the internal electrochemical environment of the brain.
Traditional rehabilitation interventions have typically involved medication and various forms of therapies, including physical therapy. In a non-controlled clinical setting, the PoNSTM device has shown to improve and sustain functional rehabilitation to address brain dysfunction from traumatic, degenerative, developmental, chemical, or unknown origins when combined with physical or cognitive therapy designed to overcome the identified symptoms. The device, in conjunction with physical or cognitive, therapy, has shown anecdotal positive results in a series of case studies. FDA registrational clinical trials is expected to be undertaken to fully develop the devices efficacy profile.
The directors and officers of the Company are:
Philippe Deschamps, President, Chief Executive Officer and Director
Mr. Deschamps offers extensive experience in pharmaceutical and healthcare commercialization. The depth of his expertise stems from his 27 years in the Health Sciences industry, half spent at Bristol Myers Squibb, and half on the service side as CEO GSW Worldwide, a leading healthcare commercialization company. At GSW Worldwide, Mr. Deschamps was responsible for the GSW Worldwide operations which includes offices in the 15 major markets around the world with a turnover of $160 million. He primarily consulted on global marketing, commercialization and new business model development for pharmaceutical, device and diagnostics companies. From 1986 to 1998, Mr. Deschamps served as director of neuroscience marketing at Bristol Myers Squibb (BMS) in Princeton, N.J., where he participated on several pre-launch global marketing teams in the neuroscience and pain therapeutic areas. In February 2012, he joined MediMedia Health, a marketing services company as CEO. Mr. Deschamps was responsible for the strategic development of the organization, nurturing their clients and developing new non personal products and services for the Healthcare industry. In October 2013, he became CEO of NeuroHabilitation Corporation.
Amanda Tseng, Chief Financial Officer, Director and Corporate Secretary
Ms. Tseng is a Chartered Accountant and holds a Bachelor of Commerce degree from the University of British Columbia. She is also currently employed with Baron Global Financial Canada Ltd. (“Baron”), as Assistant Manager, Corporate Finance. Prior to joining Baron, Ms. Tseng was a manager of assurance services at MNP LLP.
Savio Chiu, Director
Mr. Chiu is currently a Senior Manager of Baron Global Financial Canada Ltd., Corporate Finance. Mr. Chiu is a Chartered Accountant and holds a Bachelor of Commerce degree in Accounting from the University of British Columbia. Prior to joining Baron, Mr. Chiu was employed as a senior accountant at the assurance department of Deloitte Vancouver. Over the past few years, Mr. Chiu has served as a Chief Financial Officer and Corporate Secretary and a director of a number of public companies.
Yuri Danilov, Director
Mr. Danilov, is currently the Research Director in Tactil Communication and Neurohabilitation Laboratory, UW-Madison, co-owner and neuroscience director of Advanced NeuroRehabilitation LLC, former Research Director of Wicab, Inc. He is also currently a Senior Scientist of Biomedical Engineering Department of University of Wisconsin-Madison.
Mitch Tyler, Director
Mr. Tyler, is currently the co-owner of Advanced NeuroRehablitation LLC and the Clinical Director of Education / Training of Neurohabilitation Corporation. He received his Ph.D. of Biomedical Engineering from University of Wisconsin-Madison.
On June 19, 2014, Helius granted stock options to directors, officers and consultants to purchase up to 3,520,000 common shares at a price of $0.60 per share, exercisable until June 18, 2019, with one-third of such stock options vesting on the date of grant and another one-third vesting on first and second anniversary of the date of grant.
In addition, the Company entered into a consulting agreement with Sproatt Mountain Ventures Inc. (“Sproatt”) whereby Sproatt will provide investor relations services to increase market awareness of the Company. The Company will pay Sproatt a fee of $12,000 per month plus applicable tax and grant options for the purchase of 250,000 common shares at $0.60 per share which shall vest over 24 months, with one quarter of the options vesting at the end of each three month period from the date of grant, and be exercisable until or before June 20, 2019.
For further information, please contact:
Phil Deschamps, President, CEO & Director
Helius Medical Technologies, Inc.
Telephone: 1-267-756-7028 ext. 1061
CAUTIONARY DISCLAIMER STATEMENT: The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
This news release contains forward-looking statements relating to the completion of the listing of the Company’s shares on the Canadian Securities Exchange and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure to satisfy the conditions of the Canadian Securities Exchange and other risks detailed from time to time in the filings made by the Company with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.