acquire all of the outstanding shares of HMI, a Delaware corporation, and to seek a listing on a recognized stock exchange.
Reincorporation in Wyoming
On
May 23, 2014, we changed our name to Helius Medical Technologies, Inc. and filed articles of continuation with the Wyoming Secretary of State office to reincorporate from being a corporation governed by the BCBCA to a corporation
governed by the Wyoming Business Corporation Act.
Acquisition of NeuroHabilitation Corporation and Concurrent Financing
On June 13, 2014, we completed the acquisition of NeuroHabilitation Corporation, or NHC, by way of an agreement and plan of merger. We
refer to this transaction as the Reverse Merger. Pursuant to the agreement and plan of merger, HMT Mergersub, Inc., our wholly owned subsidiary, merged with and into NHC with NHC as the surviving corporation. In connection with the Reverse Merger,
we issued an aggregate of 7,060,016 shares of our common stock to the former shareholders of HMI. The Reverse Merger was deemed to be a capital transaction in substance and recorded as a reverse recapitalization of NHC whereby NHC is deemed to be
the continuing, surviving entity for accounting purposes, but through reorganization, has deemed to have adopted the capital structure of Helius. On December 21, 2018, NHC changed its name to Helius Medical, Inc.
In connection with the Reverse Merger, we completed a non-brokered private placement financing of
$7.02 million (CAD$7.62 million) by issuing 3,048,000 subscription receipts. Pursuant to its terms, each subscription receipt automatically converted into one unit upon satisfaction of certain escrow release conditions, which had been
satisfied. Each unit consisted of one share of our common stock and one-half of one share purchase warrant with each whole warrant being exercisable at CAD$5.00 per share for a period of two years.
Change in Functional Currency
Prior to April 1, 2018, our functional currency was the Canadian dollar, or CAD$. We re-assessed
our functional currency and as of April 1, 2018, our functional currency changed from the CAD$ to the U.S. dollar based on managements analysis of changes in the primary economic environment in which we operate. The change in functional
currency was accounted for prospectively from April 1, 2018 and financial statements prior to and including the period ended March 31, 2018 were not restated for the change in functional currency.
Reincorporation in Delaware
On
June 28, 2018, at our 2018 Annual Meeting of Shareholders, our shareholders approved our reincorporation from the state of Wyoming to the state of Delaware. On July 20, 2018, we completed the reincorporation to the state of Delaware.
Formation of Helius NeuroRehab Inc.
In January 2019, we formed Helius NeuroRehab, Inc., or HNR, a Delaware corporation, which is a wholly owned subsidiary of Helius Medical
Technologies, Inc. to operate a clinic focusing on the delivery of PoNS Treatment to patients with balance and gait disorders if and when FDA clearance is received.
Formation of Helius Canada Acquisition Ltd.
On October 10, 2019, we formed Helius Canada Acquisition Ltd., or HCA, a company incorporated under the federal laws of Canada, which is a
wholly owned subsidiary of Helius Medical Technologies (Canada), Inc., or HMC, a company incorporated under the federal laws of Canada, which acquired Heuro Canada, Inc., or Heuro, from Health Tech Connex Inc., or HTC, on October 30, 2019 (see
Note 2 to our audited consolidated financial statements included elsewhere in this prospectus).
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