Solana Co 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, under the direction of the Chief Executive Officer and the Chief Financial Officer, we have evaluated our disclosure controls and procedures as defined in Rule 13a-15(e) or 15d-15(e) as of the end of the period covered by this Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K. Management’s Annual Report on Internal Control over Financial Reporting We are responsible for establishing and maintaining adequate internal controls over financial reporting. Our management assessed the effectiveness of our internal controls over financial reporting as of December 31, 2023. In making this assessment, our management used the criteria described in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission and assessed the applicability of the principles within each component of internal control and determined whether or not they have been adequately addressed within the current system of internal control and adequately documented. Based on this assessment, management, under the supervision and with the participation of our principal executive officer and our principal financial officer, concluded that, as of December 31, 2023, our internal control over financial reporting was effective. This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting as required by Section 404(b) of the Sarbanes Oxley Act of 2002. As a non-accelerated filer, our management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Form 10-K. Changes in Internal Control over Financial Reporting We monitor our internal control over financial reporting on a continuous basis. There has not been any change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) under the Exchange Act that occurred during the year ended December 31, 2023 which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ​ ITEM 9B. OTHER INFORMATION N o n e . ​ ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. ​ 64 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Executive Officers The following table sets forth information as to each person who is, as of the filing hereof, a director and/or executive officer of the Company. Officers are appointed by our Board of Directors and serve at the discretion of our Board of Directors, subject to applicable employment agreements: ​ ​ ​ ​ ​ ​ Name Position(s) Age Blane Walter Chairman 53 Dane C. Andreeff Director, Chief Executive Officer and President 58 Jeffrey S. Mathiesen Director, Chief Financial Officer, Treasurer and Secretary 63 Antonella Favit-Van Pelt, Ph.D. Chief Medical Officer 57 Paul Buckman Director 68 Sherrie Perkins Director 69 Edward M. Straw Director 85 ​ No Family Relationships There is no family relationship between any director and executive officer or among any directors or executive officers. Business Experience and Background of Directors and Executive Officers Blane Walter has served as a member of our Board of Directors since December 2015 and as Chairman of the Board since August 2020. Mr. Walter is a partner at Talisman Capital Partners, a position he has held since 2011. In 1999, Mr. Walter founded inChord Communications, Inc., a global private healthcare communications company, which was acquired by inVentiv Health in 2005. Mr. Walter joined inVentiv Health as president of the Communications division in 2005 and was named Chief Executive Officer in 2008 and served in that capacity until leading the sale of the company to Thomas H. Lee Partners in 2010. Following the buyout, Mr. Walter served as vice chairman of inVentiv Group, a holding company which survived the buyout, from 2011 to August 2017. Mr. Walter received a B.S. in marketing and finance from Boston College in 1993. Our Board believes that Mr. Walter is qualified to serve as director based on his background in the healthcare and pharmaceutical industries. Dane C. Andreeff served as our Interim President and Chief Executive Officer from August 2020 until June 2021 when he was appointed President and Chief Executive Officer. He has served as a member of our Board of Directors since August 2017. Mr. Andreeff is the General Partner and Portfolio Manager at Maple Leaf Partners, LP. Maple Leaf Partners, LP is a hedge fund founded by Mr. Andreeff, where he has been employed since 1996. In 2003, the fund was seeded by Julian Robertson’s Tiger Management and later grew to over $2 billion in assets under management. Mr. Andreeff also serves as a member of the board of directors of privately-held HDL Therapeutics, Inc. and Myocardial Solutions, Ltd. Mr. Andreeff received his Bachelor’s degree in Economics from the University of Texas at Arlington in 1989 and his Master’s degree in Economics from the University of Texas at Arlington in 1991. Our Board believes that Mr. Andreeff’s extensive experience in the investment industry and capital markets and significant experience advising other companies as a board member, including multiple companies in the healthcare sector, make him a valuable member of the Board. Jeffrey S. Mathiesen has served as Chief Financial Officer, Treasurer and Secretary of the Company since June 2021. Mr. Mathiesen also has served as a member of the Board of Directors since May 2022 and previously served as a member of our Board of Directors from June 2020 to June 2021. Additionally, Mr. Mathiesen has served as Vice Chair and Lead Independent Director since March 2020 and as Director and Audit Committee Chair, since 2015, of Panbela Therapeutics, Inc. (Nasdaq: PBLA), a publicly traded biopharmaceutical company developing therapies for pancreatic diseases, and as a director and Audit Committee Chair of NeuroOne Medical Technologies Corporation (Nasdaq: NMTC), a publicly traded medical technology company focused on improving surgical care options and outcomes for 65 Table of Contents patients suffering from neurological disorders, since 2017, and Healthcare Triangle, Inc. (Nasdaq: HCTI), a publicly traded provider of cloud and data transformation platform and solutions for healthcare and life sciences, from March 2021 to December 2021, and eNeura, Inc., a privately held medical technology company providing therapy for both acute treatment and prevention of migraine, from 2018 to 2020. Mr. Mathiesen served as Advisor to the CEO of Teewinot Life Sciences Corporation, a privately held global leader in the biosynthetic development and production of cannabinoids and their derivatives for consumer and pharmaceutical products, from October 2019 to December 2019, and served as Chief Financial Officer from March 2019 to October 2019. In August 2020, Teewinot Life Insurance Sciences filed a voluntary petition under Chapter 11 of the United Stated Bankruptcy Code. Mr. Mathiesen previously served as Chief Financial Officer of Gemphire Therapeutics Inc., which was acquired by NeuroBo Pharmaceuticals, Inc. (Nasdaq: NRBO) in January 2020, a publicly-held clinical-stage biopharmaceutical company developing therapies for patients with cardiometabolic disorders, from 2015 to 2018, and as Chief Financial Officer of Sunshine Heart, Inc. (Nasdaq: CHFS), a publicly-held early-stage medical device company, from 2011 to 2015. Mr. Mathiesen received a B.S. in Accounting from the University of South Dakota and is a Certified Public Accountant. Our Board believes that Mr. Mathiesen is qualified to serve as a director based on his background in a broad range of responsibilities in financial and operational roles, including manufacturing, quality and procurement, in addition to traditional CFO roles in organizations with operations in North America, Europe, Southeast Asia and Australia. Antonella Favit-Van Pelt , Ph.D. has served as Chief Medical Officer of the Company since July 2021. Prior to joining the Company, Dr. Favit-Van Pelt led U.S. Medical Strategy for the Neurology program of H. Lundbeck A/S (LUN.CO, LUN DC, HLUYY), a global pharmaceutical company that specializes in the treatment of brain diseases, from 2018 to 2021. In this position, she oversaw the U.S. medical and life-cycle program activities related to therapies for movement disorders and epilepsy. In 2013, Dr. Favit-Van Pelt founded Synaerion Therapeutics (“ Synaerion ”) and, in 2016, its affiliate Thera Neuropharma, Inc. (“ Thera ”), two privately-held biotechnology companies developing a small molecule regenerative therapy and RNAi-based integrated technology platform for ALS and traumatic brain injury. She oversaw all aspects of Synaerion’s and Thera’s management and strategy as Chief Executive Officer, President & Chairwoman of the Board from 2014 to 2017 and she continues to serve as President & Chairwoman. In 2009, she founded StratMedica, LLC, a privately-held company designed to provide corporate clients with contract senior management support. As Principal of StratMedica from 2009 to 2016, she directed clinical development and medical programs for eight healthcare companies, including Johnson & Johnson (NYSE: JNJ) and Teva (NYSE: TEVA). Dr. Favit-Van Pelt served as Senior Director and Global Medical Lead at Shire Pharmaceuticals (Nasdaq: SPHG) from 2007 to 2008, as Director of Medical Strategy at Bristol-Myers Squibb (NYSE: BMY) from 2005 to 2007, and as Global Clinical Development Lead at GE Healthcare (formerly Amersham Health) from 2001 to 2005. Dr. Favit-Van Pelt is a Board-certified neurologist who began clinical practice activity in 1994, with a focus on patients with rare neuromuscular disorders. She holds a graduate degree in Medicine and Surgery and a Ph.D. in Pharmacology from the School of Medicine and Surgery at the University of Catania, Italy. Paul Buckman has served as a member of our Board of Directors since September 2021. Mr. Buckman has served as the President of North America for LivaNova PLC (Nasdaq: LIVN) since April 2019 and previously served as the General Manager of Structural Heart for LivaNova PLC from April 2017 to December 2019. Prior to joining LivaNova PLC, Mr. Buckman served as chief executive officer of Conventus Orthopaedics, a Minnesota-based company specializing in peri-articular bone fracture fixation, from September 2013 until March of 2017. Mr. Buckman was chief executive officer of Sentreheart, Inc., a medical technology company focused on closure of various anatomic structures, from February 2012 to September 2013. Previously, Mr. Buckman served as chief executive officer and chairman of Pathway Medical Technologies, Inc., a medical device company focused on treatment of peripheral arterial disease, from September 2008 to February 2012; as chief executive officer of Devax, Inc., a developer and manufacturer of drug eluting stents, from December 2006 to September 2008; as president of the cardiology division of St. Jude Medical, Inc., a publicly traded diversified medical products company, from August 2004 to December 2006; and as chairman of the board of directors and chief executive officer of ev3, LLC, a Minnesota-based medical device company focused on endovascular therapies that Mr. Buckman founded and developed into an $80 million business, from January 2001 to January 2004. Mr. Buckman has worked in the medical device industry for over 30 years, including 10 years at Scimed Life Systems, Inc. and Boston Scientific Corporation (NYSE: BSX), a publicly traded medical device manufacturer, where he held several executive positions before becoming president of the cardiology division of Boston Scientific in January 2000. Mr. Buckman also currently serves as a director for Ablative Solutions, Inc., ActivOrtho, Shoulder Innovations, and as chairman of Miromatrix, Inc. and NeuroOne Medical Technologies Corporation (Nasdaq:NMTC). He previously served 66 Table of Contents as a director of Conventus Orthopaedics, Caisson Interventional LLC, Velocimed, Inc., where he was a co-founder, EndiCor, Inc., Microvena, Inc., Sunshine Heart, Inc., n/k/a Nuwellis, Inc. (Nasdaq: NUWE), a publicly-held early-stage medical device company, NexGen Medical, Micro Therapeutics, Inc., and as chairman of the board of NeuroOne, Inc. Our Board believes that Mr. Buckman is qualified to serve as director based on his background in the healthcare and pharmaceutical industries. Sherrie Perkins has served as a member of our Board of Directors since March 2021. Ms. Perkins has served in the University of Texas MD Anderson Cancer Center’s Venture Mentoring Service since 2017 providing guidance and perspective on commercialization-related topics that are important and relevant to the progression of various ventures. Ms. Perkins also served as an independent member of the board of directors of eNeura, Inc., a privately held medical technology company providing therapy for both acute treatment and prevention of migraines, from 2018 to 2020. Ms. Perkins served as a consultant to LivaNova, PLC (Nasdaq: LIVN), a publicly-held global medical technology company that creates innovative and meaningful medical solutions for the benefit of patients, healthcare professionals, and healthcare systems, from January 2017 to June 2019, and served as Vice President in the sleep apnea, new ventures space within LivaNova from October 2015 to January 2017. Ms. Perkins previously served as Vice President of Marketing and New Business Development of Cyberonics, Inc., an affiliate of LivaNova, from November 2011 to October 2015. Ms. Perkins received a B.S. in Medical Technology from Mississippi State University and an M.A. in Management from Central Michigan University. Since June 2021, Ms. Perkins has served as an adjunct professor in the Master of Clinical Translation Management program in The Cameron School of Business at University of St. Thomas. Our Board believes that Ms. Perkins is qualified to serve as director based on her background and broad range of responsibilities in financial and operational roles, including marketing, business development and commercialization. Edward M. Straw is a Vice Admiral, USN, (Retired) and has served as a member of our Board of Directors since November 2014. He founded Osprey Venture Partners in 2011, a firm that mentors young entrepreneurs seeking investment capital and assists with business development and serves as the managing director. Previously he was president, global operations of The Estée Lauder Companies from 2000 to 2005, senior vice president global operations of the Compaq Computer Corporation from 1998 to 2000, and president of Ryder Integrated Logistics from 1996 to 1998. Prior to joining the private sector, he had a distinguished 35-year career in the U.S. Navy and retired as a three-star admiral. During his military service, Vice Admiral Straw was Director (CEO) of the Defense Logistics Agency, the largest military logistics command supporting the American armed forces. He is a former member of the Defense Science Board, is lead independent director/and former Chairman of Odyssey Logistics and currently sits on the boards of The Boston Consulting Federal Group (lead independent director), and Academy Securities. He is a former board member of Eddie Bauer (audit committee), MeadWestvaco (audit committee), Ply Gem Industries and Panther Logistics. Vice Admiral Straw received a B.S. degree from the United States Naval Academy, an MBA from The George Washington University, and is a graduate of the National War College. Our Board believes that Vice Admiral Straw is qualified to serve as a director based on his extensive leadership experience in both the private sector and the U.S. military. Board and Committee Information During the Company’s fiscal year ended December 31, 2023, the Board held a total of five meetings, and each director attended at least 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served that were held during a portion of the last fiscal year. ​ Board Leadership Structure The Company’s Board of Directors is currently chaired by Blane Walter, an independent member of the Board. The Board does not have a formal policy with respect to the separation of the offices of Chief Executive Officer and Chair of the Board. It is the Board’s view that rather than having a formal policy, the Board, upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether it is in the best interests of the Company and its stockholders for such offices to be separate or combined. The Board currently believes that, by separating the positions of Chair of the Board and Chief Executive Officer, the Board can provide significant leadership to management and strong oversight of key opportunities and risks impacting the Company. ​ 67 Table of Contents Role of the Board in Risk Oversight The Company’s Board of Directors plays an active role in overseeing management of our risks. The Board regularly reviews information regarding the Company’s strategy, liquidity and operations, as well as the risks associated with each. The Audit Committee of the Board is responsible for overseeing the management of financial risks. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation policies and arrangements, and for managing risks relating to the Company’s director compensation policies and arrangements. The Company’s Nominating and Corporate Governance Committee is responsible for reviewing the independence of the Board and other corporate governance matters. Board Committees The Company’s Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides current committee membership: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nominating and ​ ​ ​ ​ ​ ​ Corporate ​ ​ Audit ​ Compensation ​ Governance Name ​ Committee ​ Committee ​ Committee Paul Buckman X* X X Edward M. Straw X X* X Blane Walter X Sherrie Perkins X X* *Committee Chairperson ​ Below is a description of each committee of the Board of Directors. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. Audit Committee Our Audit Committee is comprised of Messrs. Buckman, Straw and Walter. Mr. Buckman is the chair of the Audit Committee. The Board of Directors has also determined that each of Mr. Buckman and Mr. Walter qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Mr. Buckman’s and Mr. Walter’s level of knowledge and experience based on a number of factors. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), to oversee the Company’s corporate accounting and financial reporting processes and audits of its financial statements. For this purpose, the Audit Committee performs several functions including the following: ● evaluating the performance of and assessing the qualifications of the independent auditors; ● determining and approving the engagement of the independent auditors; ● determining whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; ● reviewing and approving the retention of the independent auditors to perform any proposed permissible non-audit services; ● monitoring the rotation of partners of the independent auditors on the Company’s audit engagement team as required by law; 68 Table of Contents ● reviewing and approving or rejecting transactions between the Company and any related persons; ● conferring with management and the independent auditors regarding the scope, adequacy and effectiveness of internal control over financial reporting; ● establishing procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and ● meeting to review the Company’s annual audited financial statements and quarterly financial statements with management and the independent auditor. The Audit Committee met four times during 2023. The Board has adopted a written Audit Committee charter that is available to stockholders on the Company’s website at www.heliusmedical.com . The Board of Directors reviews the definition of independence for Audit Committee members under SEC rules and Nasdaq listing standards on an annual basis and has determined that all members of the Company’s Audit Committee are independent for such purposes. Compensation Committee Our Compensation Committee is comprised of Messrs. Buckman, Straw and Ms. Perkins. Mr. Straw is the chair of the Compensation Committee. The Compensation Committee was established in March 2018. All members of the Company’s Compensation Committee are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq Listing Rules). The Compensation Committee met one time during 2023. The Board has adopted a written Compensation Committee charter that is available to stockholders on the Company’s website at www.heliusmedical.com . The Compensation Committee acts on behalf of the Board to do the following: ● reviewing, recommending for adoption and overseeing the Company’s compensation strategy, policies, plans and programs, including establishing corporate and individual performance objectives relevant to the compensation of the Company’s executive officers and other senior management and evaluation of performance in light of these stated objectives; ● reviewing and recommending to the Board for approval the compensation and other terms of employment or service, including severance and change-in-control arrangements, of the Company’s Chief Executive Officer, the other executive officers and the directors; ● administering and enforcing the Company’s Clawback Policy; and ● administering the Company’s equity compensation plans, pension and profit-sharing plans, deferred compensation plans and other similar plans and programs. Nominating and Corporate Governance Committee ​ Our Nominating and Corporate Governance Committee is currently comprised of Messrs. Buckman, Straw and Ms. Perkins. Ms. Perkins is the chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee was established in March 2018. All members of the Nominating and Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq Listing Rules). The Nominating and Corporate Governance Committee did not meet during 2023, but approved 69 Table of Contents certain matters via written consent. The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on the Company’s website at www.heliusmedical.com . The Nominating and Corporate Governance Committee is responsible for the following: ● identifying, reviewing and evaluating candidates to serve as directors of the Company (consistent with criteria approved by the Board); ● reviewing and evaluating incumbent directors; ● selecting or recommending to the Board for selection candidates for election to the Board of Directors; ● making recommendations to the Board regarding the membership of the committees of the Board; ● assessing the performance of management and the Board; and ● developing a set of corporate governance principles for the Company. Code of Business Conduct and Ethics The Company has adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees. The Code of Business Conduct and Ethics is available on the Company’s website at www.heliusmedical.com . If the Company makes any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director, the Company will promptly disclose the nature of the amendment or waiver on its website. Hedging Policy The Company’s Insider Trading Policy is designed to create reasonable processes to prevent the Company and its directors, officers, employees and specified other persons from insider trading and any appearance of improper conduct. Our Insider Trading Policy specifically prohibits, among other things, all directors and executive officers and employees of the Company from effecting hedging or monetization transactions, such as zero-cost collars and forward sale contracts. Policy for the Recovery of Erroneously Awarded Compensation As required by the listing standards adopted by Nasdaq as a result of SEC rulemaking, the Company’s Board of Directors recently adopted a new Policy for the Recovery of Erroneously Awarded Compensation. The policy provides that the Company must promptly recover specified incentive-based compensation that is received by our Section 16 officers on or after October 2, 2023, regardless of fault or misconduct, upon specified accounting restatements of the Company’s financial statement that resulted in such persons receiving an amount that exceeded the amount that would have been received if based on the restated financial statements. There are limited exceptions to the recovery requirement as set forth in the listing standards. Incentive-based compensation is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. The subject compensation will be determined without regard to any net settlement of, or taxes paid or payable or withheld on, such compensation, but there will not be any duplicative recovery by the Company. As specified in the listing standards, the Company cannot indemnify, or pay or reimburse for insurance for, a Section 16 officer for recoveries under this policy. The recovery period under the policy is three full years preceding the date our Board or a committee thereof as directed by the Board concludes, or reasonably should have concluded, that an accounting restatement is required . If applicable, the Company will provide the current or former Section 16 officer with a written demand for repayment or return and the method thereof. If such repayment or return is not made when due, the policy provides that the Company will take all reasonable and appropriate actions to recover such erroneously awarded compensation from such person. ​ 70 Table of Contents ITEM 11. EXECUTIVE COMPENSATION The following tables and accompanying narrative disclosure discuss the compensation awarded to, earned by, or paid to: ● Dane C. Andreeff, our President and Chief Executive Officer; ● Jeffrey S. Mathiesen, our Chief Financial Officer, Treasurer and Secretary; and ● Antonella Favit-Van Pelt, our Chief Medical Officer. We refer to these three executive officers as the “named executive officers” (as determined pursuant to the SEC’s disclosure requirements for executive compensation in Item 402 of Regulation S-K). The following table presents summary information regarding the total compensation for services rendered in all capacities that was earned by the Company’s named executive officers during the fiscal years ended December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-Equity ​ ​ ​ ​ ​ ​ ​ ​ Option ​ Stock ​ Incentive Plan ​ All Other ​ ​ ​ ​ ​ ​ Salary ​ Awards ​ Awards ​ Compensation ​ Compensation ​ Total Name and Principal Position ​ Year ​ ($) ​ ($) (1) ​ ($)(1) ​ ($) ​ ($) (2) ​ ($) Dane C. Andreeff 2023 386,000 1,115,469 — 96,500 37,257 1,635,226 President and Chief ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Executive Officer ​ 2022 367,500 133,566 — 91,875 9,795 602,736 Jeffrey S. Mathiesen 2023 370,000 579,803 — 74,000 34,642 1,058,445 Chief Financial Officer, ​ 2022 351,750 28,173 — 70,350 12,845 463,463 Treasurer and Secretary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Antonella Favit-Van Pelt 2023 375,000 314,984 — 65,625 30,935 786,544 Chief Medical Officer ​ 2022 357,000 93,886 — 62,475 13,190 526,206 ​ ​ ​ (1) The amounts reflect the full grant date fair value for awards granted during the indicated year. The grant date fair value was computed in accordance with ASC Topic 718, Compensation-Stock Compensation. The assumptions we used in valuing options are described in Note 9 to our audited financial statements included in this Form 10-K. (2) The table below details the amounts reported as all other compensation for 2023 include $23,412 in health benefits and $19,300 in 401(k) contributions for Dane C. Andreeff, $20,451 in health benefits and $30,000 in 401(k) contributions for Jeffrey S. Mathiesen, and $17,089 in health benefits and $18,750 in 401(k) contributions for Antonella Favit-Van Pelt along with life insurance premiums for each of the NEOs. ​ Narrative to Summary Compensation Table The compensation program for the Company’s named executive officers for 2023 had three primary components: base salary, annual bonus and equity grants. Annual Base Salary We have entered into employment agreements with each of our named executive officers that establish annual base salaries, which are reviewed periodically by our Compensation Committee in order to compensate our named executive officers for the satisfactory performance of duties to the Company. Annual base salaries are intended to provide a fixed component of compensation to our named executive officers, reflecting their skill sets, experience, roles and responsibilities. Base salaries for our named executive officers have generally been set at levels deemed necessary to attract and retain individuals with superior talent. On February 14, 2023, our Compensation Committee, in consultation with an independent compensation consultant, Grant Thornton LLP, approved a 5% increase to the base salaries of our executive officers for 2023 as an adjustment to account for cost of living increases. ​ 71 Table of Contents Mr. Andreeff. Pursuant to the Interim President and CEO Employment Letter Agreement entered into with Mr. Andreeff on August 23, 2020, Mr. Andreeff elected to take no additional compensation in return for his service as Interim President and Chief Executive Officer. Additionally, since he was not a member of any Board committees, Mr. Andreeff was not eligible for any additional cash retainer in respect of committee membership in 2022. Effective with his appointment as President and Chief Executive Officer on June 14, 2021, the Company entered into an employment agreement with Mr. Andreeff that provides for an annual base salary of $350,000 subject to annual review by the Compensation Committee. As a result of our Compensation Committee’s decision to increase our executive officers’ salaries by 5% to account for increases in cost of living, Mr. Andreeff’s annual base salary for 2023 was $386,000. ​ Mr. Mathiesen. Effective with his appointment as Chief Financial Officer, Treasurer and Secretary on June 14, 2021, the Company entered into an employment agreement with Mr. Mathiesen that provides for an annual base salary of $335,000, subject to annual review by the Compensation Committee. As a result of our Compensation Committee’s decision to increase our executive officers’ salaries by 5% to account for increases in cost of living, Mr. Mathiesen’s annual base salary for 2023 was $370,000. ​ Dr. Favit-Van Pelt. Effective with her appointment as Chief Medical Officer on July 7, 2021, the Company entered into an employment agreement with Dr. Favit-Van Pelt that provides for an annual base salary of $340,000, subject to annual review by the Compensation Committee. As a result of our Compensation Committee’s decision to increase our executive officers’ salaries by 5% to account for increases in cost of living, Ms. Favit-Van Pelt’s annual base salary for 2023 was $375,000. ​ Non-Equity Incentive Plan In 2023, each of the Company’s named executive officers had a target bonus, set forth as a percentage of annual base salary. Pursuant to the employment agreements between the Company and Messrs. Andreeff and Mathiesen, target bonuses for Messrs. Andreeff and Mathiesen were set at 50% and 40%, respectively, with the Compensation Committee able to determine that a portion of such target be paid in equity in lieu of cash. Under the employment agreement between the Company and Dr. Favit-Van Pelt, her target bonus was set at 35%. ​ In February 2023, the Compensation Committee recommended, and the Board approved, performance targets for fiscal 2023 that it would consider in approving bonus payments for 2023. These targets included various corporate objectives related to company revenue goals, financing goals, clinical research and development goals, and a goal related to the transition of the Company’s manufacturer. ​ In February 2024, the Compensation Committee determined that 50% of the performance targets had been met, and approved the bonus payments to Mr. Andreeff, Mr. Mathiesen, and Dr. Favit-Van Pelt at 50% of their respective targets. ​ Equity-Based Awards ​ Stock Options ​ Our equity-based incentive awards which are mainly comprised of stock options are designed to align our interests with those of our employees and consultants, including our named executive officers. Our Compensation Committee has responsibility for granting equity-based incentive awards to our named executive officers. Vesting of equity awards is generally tied to continuous service with us and serves as an additional retention measure. Our executives generally are awarded an initial new hire grant upon commencement of employment. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance. ​ On February 14, 2023, our Board, upon recommendation of the Compensation Committee, approved the grant of an option to purchase 5,181,000 shares of Common Stock to Mr. Andreeff, an option to purchase 2,693,000 shares of Common Stock to Mr. Mathiesen, and an option to purchase 1,463,000 shares of common stock to Ms. Favit-Van Pelt pursuant to the Company’s 2022 Equity Incentive Plan (the “ 2022 Plan ”). Each of these stock options has an exercise price equal to the fair market value of a share of Common Stock as of the grant date, as determined in accordance with our 2022 Plan. Each of stock options granted to Messrs. Andreeff and Mathiesen and Ms. Favit-Van Pelt, respectively, 72 Table of Contents vest in a series of twelve successive equal quarterly installments on the last day of each fiscal quarter beginning on March 31, 2023. ​ Retirement Benefits and Other Compensation ​ Our named executive officers do not participate in, or otherwise receive any benefits under, any pension or deferred compensation plan sponsored by us. We provide our employees a percentage match to the contributions made by our employees to the Company’s 401(k) savings plan and we provide life insurance benefits to our named executive officers. Our named executive officers were eligible to participate in our employee benefits, including health benefits, on the same basis as our other employees. We generally do not provide perquisites or personal benefits except in limited circumstances. Employment Agreement and Arrangements (including Payments upon Termination or Change in Control) The following is a description of our current executive employment agreements: Dane C. Andreeff ​ In connection with the Company’s appointment of Mr. Andreeff as President and Chief Executive Officer on June 14, 2021, the Company entered into an Employment Agreement with Mr. Andreeff (the “ Andreeff Employment Agreement ”). The Andreeff Employment Agreement has an initial term of three years beginning on June 14, 2021 and automatically renews for an additional one year period at the end of the initial term and each anniversary thereafter, provided that at least 90 days prior to the expiration of the initial term or any renewal term the Board does not notify Mr. Andreeff of its intention not to renew. ​ The Andreeff Employment Agreement entitles Mr. Andreeff to, among other benefits, the following compensation: ● An annual base salary of $350,000, reviewed at least annually; ● An annual cash bonus in an amount of up to 50% of annual base salary; provided, that the Company may elect to pay up to 50% of any earned annual bonus in fully vested shares of common stock in lieu of cash; ● Participation in equity-based long-term incentive compensation plans generally available to senior executive officers of the Company; ● Participation in welfare benefit plans, practices, policies and programs (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) made available to other senior executive officers of the Company; ● Prompt reimbursement for all reasonable expenses in accordance with the plans, practices, policies and programs of the Company; and ● 20 days of paid vacation, to be taken in accordance with the Company’s policies and practices. In the event that the Company consummates a transaction that constitutes a Change in Control (as defined in the Andreeff Employment Agreement), all of the unvested shares underlying Mr. Andreeff’s options will fully vest and become exercisable immediately prior to the effectiveness of such Change in Control. In the event of Mr. Andreeff’s death during the employment period or a termination due to disability, for cause by the Company or as a result of resignation without good reason, Mr. Andreeff or his beneficiaries or legal representatives will be provided any annual base salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the employment period ends and the following additional other benefits under the Andreeff Employment Agreement (the “ Unconditional Entitlements ”): ● All benefits payable to Mr. Andreeff under any employee benefit plans (including, without limitation any pension plans or 401(k) plans) of the Company or any of its affiliates applicable to Mr. Andreeff at the time of his 73 Table of Contents termination of employment and all amounts and benefits (other than the Conditional Benefits) which are vested or which Mr. Andreeff is otherwise entitled to receive under the terms of any plan, policy, practice or program of, or any contract or agreement with, the Company, at or subsequent to the Termination Date without regard to the performance by Mr. Andreeff of further services or the resolution of a contingency, will be paid or provided according to the terms of such plans, as determined on the basis of the actual date of termination of Mr. Andreeff’s employment with the Company; ● Any right which Mr. Andreeff may have to claim a defense and/or indemnity for liabilities to or claims asserted by third parties in connection with Mr. Andreeff’s activities as an officer, director or employee of the Company shall be unaffected by Mr. Andreeff’s termination of employment and shall remain in effect; ● Mr. Andreeff will be entitled to continuation of health care coverage as is required under, and in accordance with, applicable law or otherwise provided in accordance with the Company’s policies; ● Mr. Andreeff will be entitled to reimbursement, in accordance with the Company’s policies regarding expense reimbursement for all business expenses incurred prior to the Termination Date; and ● Except to the extent additional rights are provided upon Mr. Andreeff’s qualifying to receive the Conditional Benefits (as defined in the Andreeff Employment Agreement), Mr. Andreeff’s rights with respect to any stock option, restricted stock or other equity award granted by the Company will be governed by the terms and provisions of the applicable equity incentive plan, stock option award documents or grant agreement. In the event of a resignation by Mr. Andreeff for good reason, the exercise by the Company of its right to terminate his employment other than for cause, death or disability or the Company’s election not to extend the employment period upon expiration of the initial term or any renewal term (not within twelve months following or three months prior to the effective date of a Change in Control), Mr. Andreeff will receive the Unconditional Entitlements and, subject to his signing and delivering to the Company and not revoking a general release of claims in favor of the Company and certain related parties, the Company shall provide Mr. Andreeff (i) a severance amount equal to the sum of his annual base salary as of the termination date and a pro-rated portion of his cash bonus for the year in which the termination occurs, (ii) Company-paid continued medical coverage for up to twelve months following such termination, and (iii) continued vesting of equity awards that would have vested if he had remained employed with the Company through the end of the then remaining portion of the initial term or the renewal term, as applicable (the “ Conditional Benefits ”). In the event of a resignation by Mr. Andreeff for good reason, the exercise by the Company of its right to terminate his employment other than for cause, death or disability or the Company’s election not to extend the employment period upon expiration of the initial term or any renewal term, in each case, within twelve months following or three months prior to the effective date of a Change in Control, Mr. Andreeff shall receive (i) the Unconditional Entitlements, (ii) 2.0 times the sum of his annual base salary and target cash bonus, (iii) accelerated vesting of all equity awards that were assumed, continued or substituted by the surviving or acquiring corporation in the Change in Control and remain subject to time-based vesting conditions, if any, and (iv) the Conditional Benefits except the severance amount provided in the Andreeff Employment Agreement. During employment and for the one year period after termination, Mr. Andreeff is subject to non-solicitation and non-competition obligations. ​ Jeffrey S. Mathiesen ​ In connection with the company’s appointment of Mr. Mathiesen as Chief Financial Officer, Treasurer and Secretary on June 14, 2021, the Company entered into an Employment Agreement with Mr. Mathiesen (the “ Mathiesen Employment Agreement ”). The Mathiesen Employment Agreement has an initial term of three years beginning on June 14, 2021 and automatically renews for an additional one year period at the end of the initial term and each anniversary thereafter, provided that at least 90 days prior to the expiration of the initial term or any renewal term the Board does not notify Mr. Mathiesen of its intention not to renew. ​ The Employment Agreement entitles Mr. Mathiesen to, among other benefits, the following compensation: ● An annual base salary of $335,000, reviewed at least annually; 74 Table of Contents ● An annual cash bonus in an amount of up to 40% of annual base salary, provided, that the Company may elect to pay up to 70% of any earned annual bonus in fully vested shares of common stock in lieu of cash; ● Participation in equity-based long-term incentive compensation plans generally available to senior executive officers of the Company; ● Participation in welfare benefit plans, practices, policies and programs (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) made available to other senior executive officers of the Company; ● Prompt reimbursement for all reasonable expenses in accordance with the plans, practices, policies and programs of the Company; and ● 20 days of paid vacation, to be taken in accordance with the Company’s policies and practices. ​ In the event that the Company consummates a transaction that constitutes a Change in Control (as defined in the Mathiesen Employment Agreement), all of the unvested shares underlying Mr. Mathiesen’s options will fully vest and become exercisable immediately prior to the effectiveness of such Change in Control. In the event of Mr. Mathiesen’s death during the employment period or a termination due to disability, for cause by the Company or as a result of resignation without good reason, Mr. Mathiesen or his beneficiaries or legal representatives will be provided any annual base salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the employment period ends and the following additional other benefits under the Mathiesen Employment Agreement (the “ Unconditional Entitlements ”): ● All benefits payable to Mr. Mathiesen under any employee benefit plans (including, without limitation any pension plans or 401(k) plans) of the Company or any of its affiliates applicable to Mr. Mathiesen at the time of his termination of employment and all amounts and benefits (other than the Conditional Benefits (as defined in the Mathiesen Employment Agreement)) which are vested or which Mr. Mathiesen is otherwise entitled to receive under the terms of any plan, policy, practice or program of, or any contract or agreement with, the Company, at or subsequent to the termination date without regard to the performance by Mr. Mathiesen of further services or the resolution of a contingency, will be paid or provided according to the terms of such plans, as determined on the basis of the actual date of termination of Mr. Mathiesen’s employment with the Company; ● Any right which Mr. Mathiesen may have to claim a defense and/or indemnity for liabilities to or claims asserted by third parties in connection with Mr. Mathiesen’s activities as an officer, director or employee of the Company shall be unaffected by Mr. Mathiesen’s termination of employment and shall remain in effect; ● Mr. Mathiesen will be entitled to continuation of health care coverage as is required under, and in accordance with, applicable law or otherwise provided in accordance with the Company’s policies; ● Mr. Mathiesen will be entitled to reimbursement, in accordance with the Company’s policies regarding expense reimbursement for all business expenses incurred prior to the Termination Date; and ● Except to the extent additional rights are provided upon Mr. Mathiesen’s qualifying to receive the Conditional Benefits , Mr. Mathiesen’s rights with respect to any stock option, restricted stock or other equity award granted by the Company will be governed by the terms and provisions of the applicable equity incentive plan, stock option award documents or grant agreement. In the event of a resignation by Mr. Mathiesen for good reason, the exercise by the Company of its right to terminate his employment other than for cause, death or disability or the Company’s election not to extend the employment period upon expiration of the initial term or any renewal term (not within twelve months following or three months prior to the effective date of a Change in Control), Mr. Mathiesen will receive the Unconditional Entitlements and, subject to his signing and delivering to the Company and not revoking a general release of claims in favor of the Company and certain related parties, the Company shall provide Mr. Mathiesen (i) a severance amount equal to the sum of his annual base 75 Table of Contents salary as of the termination date and a pro-rated portion of his cash bonus for the year in which the termination occurs, (ii) Company-paid continued medical coverage for up to twelve months following such termination, and (iii) continued vesting of equity awards that would have vested if he had remained employed with the Company through the end of the then remaining portion of the Initial Term or the Renewal Term, as applicable (the “ Conditional Benefits ”). In the event of a resignation by Mr. Mathiesen for good reason, the exercise by the Company of its right to terminate his employment other than for cause, death or disability or the Company’s election not to extend the employment period upon expiration of the Initial Term or any renewal term, in each case, within twelve months following or three months prior to the effective date of a Change in Control, Mr. Mathiesen shall receive (i) the Unconditional Entitlements, (ii) 1.5 times the sum of his annual base salary and target cash bonus, (iii) accelerated vesting of all equity awards that were assumed, continued or substituted by the surviving or acquiring corporation in the Change in Control and remain subject to time-based vesting conditions, if any, and (iv) the Conditional Benefits except the severance amount. During employment and for the one year period after termination, Mr. Mathiesen is subject to non-solicitation and non-competition requirements. ​ Antonella Favit-Van Pelt, M.D., Ph.D. ​ Effective with her appointment as Chief Medical Officer on July 7, 2021, Dr. Favit-Van Pelt and the Company entered into an employment agreement (the “ Favit-Van Pelt Employment Agreement ”) with an initial term of three years beginning on July 7, 2021 and which automatically renews for an additional one year period at the end of the initial term and each anniversary thereafter, provided that at least 90 days prior to the expiration of the initial term or any renewal term the Board does not notify Dr. Favit-Van Pelt of its intention not to renew. ​ The Favit-Van Pelt Employment Agreement entitles Dr. Favit-Van Pelt to, among other benefits, the following compensation: ● An annual base salary of $340,000, reviewed at least annually; ● An annual cash bonus in an amount of up to 35% of annual base salary; ● Participation in equity-based long-term incentive compensation plans generally available to senior executive officers of the Company; ● Participation in welfare benefit plans, practices, policies and programs (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) made available to other senior executive officers of the Company; ● Prompt reimbursement for all reasonable expenses in accordance with the plans, practices, policies and programs of the Company; and ● 20 days of paid vacation, to be taken in accordance with the Company’s policies and practices. In the event that the Company consummates a transaction that constitutes a Change in Control (as defined in the Favit-Van Pelt Employment Agreement), all of the unvested shares underlying Dr. Favit-Van Pelt’s options will fully vest and become exercisable immediately prior to the effectiveness of such Change in Control. In the event of Dr. Favit-Van Pelt’s death during the employment period or a termination due to disability, for cause by the Company or as a result of resignation without good reason (the date of such termination, the “ Termination Date ”), Dr. Favit-Van Pelt or her beneficiaries or legal representatives will be provided any annual base salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the employment period ends and the following additional other benefits under the Favit-Van Pelt Employment Agreement (the “ Unconditional Entitlements ”): ​ ● All benefits payable to Dr. Favit-Van Pelt under any employee benefit plans (including, without limitation any pension plans or 401(k) plans) of the Company or any of its affiliates applicable to Dr. Favit-Van Pelt at the time of her termination of employment and all amounts and benefits (other than the Conditional Benefits) which are vested or which Dr. Favit-Van Pelt is otherwise entitled to receive under the terms of any plan, policy, practice or program of, or any contract or agreement with, the Company, at or subsequent to the Termination Date without 76 Table of Contents regard to the performance by Dr. Favit-Van Pelt of further services or the resolution of a contingency, will be paid or provided according to the terms of such plans, as determined on the basis of the actual date of termination of Dr. Favit-Van Pelt’s employment with the Company; ● Any right which Dr. Favit-Van Pelt may have to claim a defense and/or indemnity for liabilities to or claims asserted by third parties in connection with Dr. Favit-Van Pelt’s activities as an officer, director or employee of the Company shall be unaffected by Dr. Favit-Van Pelt’s termination of employment and shall remain in effect; ● Dr. Favit-Van Pelt will be entitled to continuation of health care coverage as is required under, and in accordance with, applicable law or otherwise provided in accordance with the Company’s policies; ● Dr. Favit-Van Pelt will be entitled to reimbursement, in accordance with the Company’s policies regarding expense reimbursement for all business expenses incurred prior to the Termination Date; and ● Except to the extent additional rights are provided upon Dr. Favit-Van Pelt’s qualifying to receive the Conditional Benefits (as defined in the Favit-Van Pelt Employment Agreement), Dr. Favit-Van Pelt’s rights with respect to any stock option, restricted stock or other equity award granted by the Company will be governed by the terms and provisions of the applicable equity incentive plan, stock option award documents or grant agreement. In the event of a resignation by Dr. Favit-Van Pelt for good reason, the exercise by the Company of its right to terminate her employment other than for cause, death or disability or the Company’s election not to extend the employment period upon expiration of the initial term or any renewal term (not within twelve months following or three months prior to the effective date of a Change in Control), Dr. Favit-Van Pelt will receive the Unconditional Entitlements and, subject to her signing and delivering to the Company and not revoking a general release of claims in favor of the Company and certain related parties, the Company shall provide Dr. Favit-Van Pelt (i) a severance amount equal to the sum of her annual base salary as of the termination date and a pro-rated portion of her cash bonus for the year in which the termination occurs, (ii) Company-paid continued medical coverage for up to twelve months following such termination, and (iii) continued vesting of equity awards that would have vested if she had remained employed with the Company through the end of the then remaining portion of the Initial Term or the Renewal Term, as applicable (the “ Conditional Benefits ”). In the event of a resignation by Dr. Favit-Van Pelt for good reason, the exercise by the Company of its right to terminate her employment other than for cause, death or disability or the Company’s election not to extend the employment period upon expiration of the Initial Term or any Renewal Term, in each case, within twelve months following or three months prior to the effective date of a Change in Control, Dr. Favit-Van Pelt shall receive (i) the Unconditional Entitlements, (ii) 1.5 times the sum of her annual base salary and target cash bonus, (iii) accelerated vesting of all equity awards that were assumed, continued or substituted by the surviving or acquiring corporation in the Change in Control and remain subject to time-based vesting conditions, if any, and (iv) the Conditional Benefits except the severance amount. During employment and for the one year period after termination, Dr. Favit-Van Pelt is subject to non-solicitation and non-competition requirements. Equity Incentive Plans ​ Certain of our named executive officers have outstanding awards under (i) 2018 Plan, (ii) the 2022 Plan and (iii) the Company’s 2021 Inducement Plan (the “ Inducement Plan ”, and together with the 2018 Plan and the 2022 Plan, the “ Plans ”). ​ Under the 2018 Plan and the 2022 Plan, the Compensation Committee may provide, in individual award agreements or in any other written agreement between a participant and the company that the award will be subject to additional acceleration of vesting and exercisability in the event of a termination of employment or change in control. ​ Under the Inducement Plan, an award may be subject to additional acceleration of vesting and exercisability upon or after a change in control as may be provided in the award agreement for such award or as may be provided in any other written agreement between the Company and the participant, but in the absence of such provision, no such acceleration will automatically occur. 77 Table of Contents Outstanding Equity Awards at December 31, 2023 The following tables set forth certain information about equity awards granted to our named executive officers that remain outstanding as of December 31, 2023. Opti on Awards ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Number of ​ ​ ​ ​ Securities ​ Securities ​ ​ ​ ​ ​ ​ Underlying ​ Underlying ​ ​ ​ ​ ​ ​ Unexercised ​ Unexercised ​ Option ​ ​ ​ ​ Options ​ Options ​ Exercise ​ Option ​ ​ (#) ​ (#) ​ Price ​ Expiration Name ​ Exercisable ​ Unexercisable ​ ($) ​ Date Dane C. Andreeff 11 0 (1) ​ 18,165.00 8/7/2027 ​ 9 0 (2) ​ 19,232.50 5/14/2028 ​ 10 0 (3) ​ 11,830.00 3/27/2029 ​ 35 0 (4) ​ 953.75 6/9/2030 ​ 61 0 (5) ​ 665.00 5/24/2031 ​ 1,800 0 (6) ​ 667.50 6/1/2031 ​ 4,248 972 (7) ​ 778.50 6/13/2031 ​ 2,336 1,164 (9) ​ 234.00 5/22/2032 ​ 858 862 (10) ​ 27.00 9/12/2032 ​ 34,540 69,080 (14) ​ 15.45 2/13/2033 Jeffrey S. Mathiesen 35 0 (4) ​ 953.75 6/9/2030 ​ 61 0 (5) ​ 665.00 5/24/2031 ​ 1,682 378 (7) ​ 778.50 6/13/2031 ​ 496 244 (11) ​ 234.00 5/22/2032 ​ 180 180 (10) ​ 27.00 9/12/2032 ​ 17,952 35,908 (14) ​ 15.45 2/13/2033 Antonella Favit-Van Pelt 180 180 (8) ​ 822.50 7/6/2031 ​ 400 200 (12) ​ 234.00 2/15/2032 ​ 102 98 (13) ​ 27.00 9/12/2032 ​ 9,752 19,508 (14) ​ 15.45 2/13/2033 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (5) These options were granted on May 25, 2021. All of the shares subject to the option have vested. ​ ​ ​ ​ ​ (6) This option was granted on June 2, 2021. All of the shares subject to the option have vested. ​ ​ ​ ​ (1) This option was granted on August 8, 2017. All of the shares subject to the option have vested. (2) This option was granted on May 15, 2018. All of the shares subject to the option have vested. (3) This option was granted on March 28, 2019. All of the shares subject to the option have vested. (4) These options were granted on June 10, 2020. All of the shares subject to the option have vested. (5) These options were granted on May 25, 2021. All of the shares subject to the option have vested. (6) This option was granted on June 2, 2021. All of the shares subject to the option have vested. (7) These options were granted on June 14, 2021. 25% of the shares were fully vested as of the grant date; 25% of the shares will vest based on a performance condition; of the remaining shares, 25% of such number remaining shall vest on the one year anniversary of the grant date, and the remainder shall vest in thirty-six successive equal monthly installments on the last day of each full month. (8) This option was granted on July 7, 2021. The shares vest in equal annual installments over 4 years from the date of grant. (9) This options was granted on May 23, 2022. 583 shares of this option vested on June 30, 2022 and the remainder shall vest in ten successive equal quarterly installments on the last day of each fiscal quarter beginning on September 30, 2022. (10) These options were granted on September 13, 2022 and shall vest in 12 successive equal quarterly installments on the last day of each fiscal quarter beginning on September 30, 2022. (11) This option was granted on May 23, 2022. 123 shares of this option vested on June 30, 2022 and the remainder shall vest in ten successive equal quarterly installments on the last day of each fiscal quarter beginning on September 30, 2022. 78 Table of Contents (12) This option was granted on February 16, 2022 and shall vest in 12 successive equal quarterly installments on the last day of each fiscal quarter beginning on March 31, 2022. (13) This option was granted on September 13, 2022 and shall vest in 12 successive equal quarterly installments on the last day of each fiscal quarter beginning on September 30, 2022. (14) This option was granted on February 14, 2023 and shall vest in 12 successive equal quarterly installments on the last day of each fiscal quarter beginning on March 31, 2023. ​ Chief Executive Officer Pay Ratio As a “smaller reporting company”, we are not required to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Non-Employee Director Compensation The Company maintains a non-employee director compensation policy, effective as of April 1, 2021, pursuant to which all of our non-employee directors receive an annual cash retainer of $35,000 for Board service except for the Chairman of the Board who receives an annual cash retainer of $68,000. In addition, directors receive an additional cash retainer for serving as a committee chair or member as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nominating and ​ ​ ​ ​ ​ ​ ​ ​ Corporate ​ ​ Audit ​ Compensation ​ Governance ​ ​ Committee ​ Committee ​ Committee Committee Chair ​ $ 16,000 ​ $ 10,000 ​ $ 7,500 Committee Member (other than the Chair) ​ $ 8,000 ​ $ 5,000 ​ $ 5,000 ​ Further, each director receives an annual equity retainer with a target value of approximately $50,000. The equity retainer is paid 70% in options to purchase shares of our Common Stock, which vest in increments of 1/12 per month and 30% in restricted stock units (RSUs), which vest in increments of 1/12 per month. We also reimburse non-employee directors for reasonable expenses incurred in connection with attending Board and committee meetings. The following table shows certain information with respect to the compensation of all non-employee directors of the Company for the fiscal year ended December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fees earned or Option ​ ​ ​ ​ paid in cash ​ Awards ​ Stock Awards ​ Total Name ​ ($) ​ ($) (5) ​ ($) (5) ​ ($) Paul Buckman (1) 61,000 29,911 12,964 103,875 Sherrie Perkins (2) 47,500 29,911 12,964 90,375 Edward M. Straw (3) 58,000 29,911 12,964 100,875 Blane Walter (4) 76,000 29,911 12,964 118,875 ​ (1) Mr. Buckman held options to purchase a total of 6,180 shares of common stock and 557 unvested RSUs at December 31, 2023. (2) Ms. Perkins held options to purchase a total of 6,190 shares of common stock and 557 unvested RSUs at December 31, 2023. (3) Vice Admiral (Retired) Straw held options to purchase a total of 6,274 shares of common stock and 557 unvested RSUs at December 31, 2023. (4) Mr. Walter held options to purchase a total of 6,273 shares of common stock and 557 unvested RSUs at December 31, 2023. 79 Table of Contents (5) The amounts reflect the full grant date fair value for awards granted during the fiscal year ended December 31, 2023. The grant date fair value was computed in accordance with ASC Topic 718, Compensation-Stock Compensation. The assumptions we used in valuing options are described in Note 9 to our audited financial statements included in this Form 10-K. ​ ​ ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding the ownership of our Common Stock as of March 1, 2024 by: (i) each director; (ii) each of our named executive officers; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than five percent of our Common Stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, these rules require that we include shares of Common Stock issuable pursuant to the vesting of warrants and the exercise of stock options that are either immediately exercisable or exercisable within 60 days of March 1, 2024, and restricted stock units that vest within 60 days of March 1, 2024. These shares are deemed to be outstanding and beneficially owned by the person holding those warrants or options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. This table is based on information supplied by officers, directors and principal stockholders and Schedule 13D, Schedule 13G and Section 16 filings, if any, with the SEC. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for persons listed in the table is c/o Helius Medical Technologies, Inc., 642 Newtown Yardley Road, Suite 100, Newtown, Pennsylvania 18940. As of March 1, 2024, we had 887,295 shares of Common Stock outstanding. ​ ​ ​ ​ ​ ​ ​ ​ Beneficial Ownership (1) ​ ​ ​ ​ Number of Shares ​ ​ ​ ​ of Common Stock ​ Percent of Beneficial Owner ​ Beneficially Owned ​ Class Columbus Capital Management, LLC (2) 70,116 ​ 7.9 % Hudson Bay Capital Management LP (3) 60,422 6.8 % Antonella Favit-Van Pelt (4) 12,939 1.4 ​ Sherrie Perkins (5) 7,991 * ​ Edward M. Straw (6) 8,075 * ​ Blane Walter (7) 8,166 * ​ Paul Buckman (8) 7,977 * ​ Jeffrey S. Mathiesen (9) 25,307 2.8 % Dane C. Andreeff (10) 87,115 9.3 % All current executive officers and directors as a group (7 persons) (11) 157,570 17.8 % ​ * Less than one percent (1) This table is based upon information supplied by officers, directors and principal stockholders. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 887,295 shares of common stock outstanding on March 1, 2024. 80 Table of Contents (2) Includes 50,000 shares of common stock, and 20,116 shares of common stock issuable upon the exercise of warrants. Columbus Capital Management, LLC, which serves as the general partner and investment manager to each of Columbus Capital QP Partners, L.P., Columbus Capital Partners, L.P., and Columbus Capital Offshore QP Fund, LTD. (collectively “the Funds”), and Mr. Matthew D. Ockner, as Managing Member of Columbus Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of common stock held by the Funds. The business address of Matthew D. Ockner is 1 Embarcadero Center, Suite 1130, San Francisco, CA 94111. The percentage in this table reflects that the reporting persons may not exercise the warrants to the extent such exercise would cause the reporting persons to beneficially own a number of shares of common stock that would exceed 9.99% of our then outstanding common stock following such exercise. (3) Includes 60,422 shares of common stock issuable upon the exercise of warrants. Hudson Bay Capital Management LP (“Hudson Bay”), which serves as the investment manager to Hudson Master Fund Ltd. (the “Fund”) with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common stock held by the Fund. The business address of Hudson Bay Capital Management LP is 28 Havemeyer Place, 2nd Floor, Greenwich, Connecticut 06830. The percentage in this table reflects that the reporting persons may not exercise the warrants to the extent such exercise would cause the reporting persons to beneficially own a number of shares of common stock that would exceed 9.99% of our then outstanding common stock following such exercise. (4) Includes 12,939 shares of common stock issuable upon the exercise of stock options. (5) Includes 1,520 shares of common stock, 6,190 shares of common stock issuable upon the exercise of stock options, and 281 shares of common stock issuable upon the vesting of restricted stock units. (6) Includes 1,520 shares of common stock, 6,274 shares of common stock issuable upon the exercise of stock options, and 281 shares of commons issuable upon the vesting of restricted stock units. (7) Includes 1,612 shares of Common Stock, 6,273 shares of common stock issuable upon the exercise of stock options, and 281 shares of common stock issuable upon the vesting of restricted stock units. (8) Includes 1,516 shares of common stock, 6,180 shares of common stock issuable upon the exercise of stock options, and 281 shares of common stock issuable upon the vesting of restricted stock units. (9) Includes 238 shares of common stock and 25,069 shares of common stock issuable upon the exercise of stock options. (10) Includes 16,511 shares of common stock and 246 shares of common stock issuable upon the exercise of warrants held by Maple Leaf Partners, L.P., 3,402 shares of common stock and 67 shares of common stock issuable upon the exercise of warrants held by Maple Leaf Partners I, L.P., 11,594 shares of common stock and 163 shares of common stock issuable upon the exercise of warrants held by Maple Leaf Discovery I, L.P., 1,882 shares of common stock and28 shares of common stock issuable upon the exercise of warrants held by Maple Leaf Offshore, Ltd., 29 shares on common stock held directly by Mr. Andreeff and 53,193 shares of common stock issuable upon the exercise of stock options held directly by Mr. Andreeff. Mr. Andreeff has sole voting and dispositive power over shares held by Maple Leaf Partners, L.P., Maple Leaf Partners I, L.P., Maple Leaf Discovery I, L.P. and Maple Leaf Offshore, Ltd. (11) Includes 39,824 shares of common stock, 504 shares of common stock issuable upon the exercise of warrants, 116,118 shares of common stock issuable upon the exercise of stock options, and 1,124 shares of common stock issuable upon the vesting of restricted stock units. ​ ​ 81 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans The following table presents information as of December 31, 2023 with respect to compensation plans under which shares of the Company’s Common Stock may be issued. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ ​ ​ securities ​ ​ ​ ​ ​ ​ ​ ​ remaining ​ ​ ​ ​ ​ ​ ​ ​ available ​ ​ Number of ​ ​ ​ ​ ​ for future ​ ​ Securities ​ ​ ​ ​ ​ issuance ​ ​ to be issued ​ Weighted-average ​ ​ under equity ​ ​ upon ​ exercise ​ ​ compensation ​ ​ exercise of ​ price of ​ ​ plans ​ ​ outstanding ​ outstanding ​ ​ (excluding ​ ​ options, ​ options, ​ ​ securities ​ ​ warrants and ​ warrants and ​ ​ reflected in ​ ​ rights ​ rights ​ ​ column(a)) (1)(2) Plan Category (a) (b) ​ (c) Equity compensation plans not approved by security holders(3) 2,760 $ 189.75 ​ ​ 9,240 ​ Equity compensation plan approved by security holders 253,039 $ 104.33 ​ ​ 14,121 ​ Total 255,799 $ 105.26 ​ ​ 23,361 ​ ​ (1) The number of shares of common stock reserved for issuance under our 2022 Plan automatically increases on January 1st of each calendar year, starting on January 1, 2023 through January 1, 2028, to an amount equal to 20% of the total number of fully-diluted shares of our common stock as of December 31 of the preceding calendar year, or a lesser number of shares determined by our Board. (2) Consists of 14,121 shares remaining available for issuance under the 2022 Plan, 0 shares remaining available for issuance under the 2018 Plan, and 9,240 shares remaining available for issuance under the 2021 Inducement Plan (3) There are no other securities available for future issuance under Plans of the Company as of December 31, 2023. ​ ​ ​ ​ 82 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions The following includes a summary of transactions since January 1, 2023 to which the Company has been a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of the Company’s total assets at year end for the last two completed fiscal years, and in which any of our directors, executive officers or holders of more than five percent of our capital stock, or any members of their immediate family, had or will have a direct or indirect material interest. Other than described below, there have not been, nor are there currently any proposed, transactions or series of similar transactions to which we have been or will be a party other than compensation arrangements, which include equity and other compensation, termination, change in control and other arrangements, which are described under “Item 11 - Executive Compensation.” Indemnification Agreements The Company provides indemnification for its directors and officers so that they will be free from undue concern about personal liability in connection with their service to the Company. Under the Company’s Second Amended and Restated Bylaws, the Company is required to indemnify its directors and officers to the extent not prohibited under Delaware or other applicable law. The Company has also entered into indemnity agreements with its officers and directors. These agreements provide, among other things, that the Company will indemnify the officer or director, under the circumstances and to the extent provided for in the agreement, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of the Company, and otherwise to the fullest extent permitted under applicable law and the Company’s Second Amended and Restated Bylaws. Policies and Procedures for Transactions with Related Parties In January 2018, the Company adopted a written Related-Person Transactions Policy that sets forth the Company’s policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.” For purposes of the Company’s policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company and any “related person” are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to the Company as an employee, director, consultant or similar capacity by a related person are not covered by this policy. A related person is any executive officer, director, nominee to become director, or more than 5% stockholders of the Company, including any of their immediate family members, and any entity owned or controlled by such persons. 83 Table of Contents Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to the Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of the Board) for consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to the Company of the transaction and whether any alternative transactions were available. To identify related-person transactions in advance, the Company relies on information supplied by its executive officers, directors and certain significant stockholders. In considering related-person transactions, the Audit Committee takes into account the relevant available facts and circumstances including, but not limited to (a) the risks, costs and benefits to the Company, (b) the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval. The policy requires that, in determining whether to approve, ratify or reject a related-person transaction, the Audit Committee consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders, as the Audit Committee determines in the good faith exercise of its discretion. The Audit Committee and/or the independent directors of the Board review such proposed business transactions to ensure that the Company’s involvement in such transactions is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and is in the best interests of the Company and its stockholders. Director Independence The Board reviews its composition annually, including the determination of the independence of our directors. Our Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent” set forth in pertinent listing standards of Nasdaq, as in effect from time to time. Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that all of the Company’s director nominees, other than Messrs. Andreeff and Mathiesen, are independent, as defined under the Nasdaq listing standards. In making those independence determinations, the Board took into account certain relationships and transactions that occurred in the ordinary course of business between the Company and entities with which some of its directors are or have been affiliated. The Board considered all relationships and transactions that occurred during any 12-month period within the last three fiscal years. The Board determined that the relationships would not interfere with their exercise of independent judgment in carrying out their responsibilities as directors. ​ ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The Audit Committee retained Baker Tilly US, LLP to audit the Company’s consolidated financial statements for the years ended December 31, 2023 and December 31, 2022. The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2023 and December 31, 2022 (amounts in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ Fiscal Year Ended ​ December 31, 2023 December 31, 2022 Audit Fees (1) $ 428 $ 236 Audit-Related Fees ​ ​ — ​ ​ — Tax Fees (2) $ 42 $ 41 All Other Fees ​ ​ — ​ ​ — Total Fees $ 470 $ 274 ​ 84 Table of Contents (1) Audit fees included amounts billed for professional services rendered in connection with the audit of our consolidated financial statements and review of our interim consolidated financial statements included in quarterly reports and services that are normally provided by our principal accountant in connection with statutory and regulatory filings as well as professional services rendered in connection with the Company’s public offerings, including reviewing registration statements and prospectuses and preparing comfort letters. (2) Tax fees included amounts billed for professional services for tax compliance, tax advice and tax planning. These services included assistance regarding federal, state and tax compliance. ​ All fees described above were pre-approved by the Audit Committee. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm The Company’s Audit Committee has adopted policies and procedures for the pre-approval of audit services and permitted non-audit and tax services rendered by our independent registered public accounting firm. The policy generally provides pre-approval of specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The Audit Committee must pre-approve all services provided by the independent registered public accounting firm. The Audit Committee has determined that the rendering of services other than audit services by Baker Tilly US, LLP is compatible with maintaining the principal accountant’s independence. ​ 85 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this Form 10-K: 1. Financial Statements—See the Index to Consolidated Financial Statements on Page F-1. 2. Financial Statement Schedules—None. We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements. 3. Exhibits. ​ ​ ​ Exhibit Number Exhibit ​ ​ ​ ​ ​ ​ 3.1 ​ Certificate of Conversion filed with the Delaware Secretary of State on July 18, 2018 (incorporated by reference to Exhibit 3.1 to the Form 10-Q filed August 9, 2018) 3.2 ​ Certificate of Incorporation, as corrected (incorporated by reference to Exhibit 3.1 to the Form 8-K filed October 30, 2018) 3.3 ​ Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 31, 2020) 3.4 ​ Certificate of Amendment to Certificate of Incorporation, as corrected (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on August 16, 2023) 3.5 ​ Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Form 8-K filed March 15, 2024) 4.1 ​ Form of Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed October 26, 2020) 4.2 ​ Form of Warrant (incorporated by reference to Exhibit 4.1 to the Form S-1/A filed January 20, 2021) 4.3 ​ Warrant Agency Agreement (incorporated by reference to Exhibit 4.2 to the Form S-1/A filed January 20, 2021) 4.4 ​ Description of Registrant’s Securities (incorporated by reference to Exhibit 4.7 to the Form 10-K filed March 14, 2021) 4.5 ​ Warrant Agency Agreement dated as of February 1, 2021 by and between Helius Medical Technologies, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.2 to the Form 8-K filed February 1, 2021) 4.6 ​ Form of Warrant to purchase shares of common stock (incorporated by reference to Exhibit 4.1 to the Form 8-K filed August 9, 2022) 4.7 ​ Warrant Agency Agreement dated as of August 9, 2022 by and between Helius Medical Technologies, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.2 to the Form 8-K filed August 9, 2022) 10.1 ​ License Agreement between Advanced NeuroRehabilitation, LLC and Yuri Danilov, Mitchell Tyler, Kurt Kaczmarek and John Klus, dated June 29, 2011 (incorporated by reference to Exhibit 10.8 to the Amendment to Form S-1 filed with the SEC on September 23, 2014) 10.2 ​ Amended and Restated Patent Sub-License Agreement between Advanced NeuroRehabilitation, LLC and Helius Medical, Inc, having an effective date of January 22, 2013 (incorporated by reference to Exhibit 10.1 to the Form S-1 filed with the SEC on July 14, 2014) 10.3 ​ Second Amended and Restated Patent Sub-License Agreement between Advanced NeuroRehabilitation, LLC and Helius Medical, Inc, dated June 6, 2014, but having an effective date of January 22, 2013 (incorporated by reference to Exhibit 10.7 to the Form S-1 filed with the SEC on July 14, 2014) 10.4 ​ Design and Manufacturing Consultant Agreement between Helius Medical, Inc and Clinvue, LLC, dated January 30, 2013 (incorporated by reference to Exhibit 10.3 to the Form S-1 filed with the SEC on July 14, 2014) 86 Table of Contents ​ ​ ​ Exhibit Number Exhibit ​ ​ ​ 10.5 ​ Commercial Development-to-Supply Program between Helius Medical, Inc and Ximedica, dated October 25, 2013 (incorporated by reference to Exhibit 10.4 to the Form S-1 filed with the SEC on July 14, 2014) 10.6‡ ​ Asset Purchase Agreement between the Company and A&B (HK) Company Limited, dated as of October 9, 2015 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the SEC on October 16, 2015) 10.6.1 ​ Amendment to Asset Purchase Agreement between the Company and A&B (HK) Company Limited, dated as of October 30, 2017 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on November 2, 2017) 10.6.2 ​ Supplemental Agreement to Asset Purchase Agreement dated October 9, 2015, between Helius Medical, Inc. and A&B (HK) Company Limited, dated as of August 15, 2018 (incorporated by reference to Exhibit 10.27 to the Form 10-K filed March 14, 2019) 10.7† ​ Amended and Restated June 2014 Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the Form 10-Q filed with the SEC on November 9, 2017) 10.7.1† ​ 2014 Stock Incentive Plan Form of Option Grant Agreement (incorporated by reference to Exhibit 10.23.1 to the Transition Report on Form 10-K filed with the SEC on April 3, 2017) 10.8† ​ 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.25 to the Transition Report on Form 10-K filed with the SEC on April 3, 2017) 10.8.1† ​ Amendment Number 1 to the 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.25.1 to the Transition Report on Form 10-K filed with the SEC on April 3, 2017) 10.8.2† ​ Amendment Number 2 to the 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-8 filed with the SEC on May 18, 2017) 10.8.3† ​ 2016 Omnibus Incentive Plan Form of U.S. Option Grant Agreement (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-8 filed with the SEC on May 18, 2017) 10.8.4† ​ 2016 Omnibus Incentive Plan Form of Canada Option Grant Agreement (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-8 filed with the SEC on May 18, 2017) 10.9† ​ 2018 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed November 8, 2018) 10.9.1† ​ 2018 Omnibus Incentive Plan Form of Option Grant Agreement (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed November 8, 2018) 10.9.2† ​ 2018 Omnibus Incentive Plan Form of Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 10.4 to the Form 10 Q filed November 8, 2018) 10.9.3† ​ 2018 Omnibus Incentive Plan Form of Option Grant Agreement – 2020 Retention Grant (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 7, 2020) 10.9.4† ​ 2018 Omnibus Incentive Plan Form of Stock Grant Notice and Award Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 7, 2021) 10.9.5† ​ Amendment to the Helius Medical Technologies, Inc. 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 27, 2021) 10.9.6† ​ 2018 Omnibus Incentive Plan Form of Option Grant Agreement – Initial Grants to Dane C. Andreeff and Jeffrey S. Mathiesen (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on June 15, 2021) 10.10† ​ Form of Indemnification Agreement (incorporated by reference to Exhibit 10.24 to the Form 10-K filed March 10, 2021) 10.11 ​ Non-employee Director Compensation Policy (incorporated by reference to Exhibit 10.7 to the Form 10-Q filed on May 17, 2021) 10.12† ​ Employment Agreement between Helius Medical Technologies, Inc. and Dane C. Andreeff, dated June 14, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 15, 2021) 10.13† ​ Employment Agreement between Helius Medical Technologies, Inc. and Jeffrey S. Mathiesen, dated June 14, 2021 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on June 15, 2021) 10.14† ​ Helius Medical Technologies, Inc. 2021 Inducement Plan (incorporated by reference to Exhibit 4.6 to the Form S-8 filed July 7, 2021) 10.14.1† ​ Form of Stock Option Grant Notice, Option Agreement and Notice of Exercise under the Helius Medical Technologies, Inc. 2021 Inducement Plan (incorporated by reference to Exhibit 4.5 to the Form S-8 filed July 7, 2021) 87 Table of Contents ​ ​ ​ Exhibit Number Exhibit ​ ​ ​ 10.15 ​ Purchase Agreement between Helius Medical Technologies, Inc. and Lincoln Park Capital Fund, LLC dated September 1, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 2, 2021) 10.16† ​ Employment Agreement between Helius Medical Technologies, Inc. and Antonella Favit-Van Pelt, dated July 7, 2021 (incorporated by reference to Exhibit 10.31 to the Form S-1 filed on September 3, 2021) 10.17† ​ Helius Medical Technologies, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 18, 2022) 10.17.1† ​ Helius Medical Technologies, Inc. 2022 Equity Incentive Plan Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on February 18, 2022) 10.17.2† ​ Sales Agreement between Helius Medical Technologies, Inc. and Roth Capital Partners, LLC, dated June 23, 2023 (incorporated by reference to Exhibit 1.1 to the Form 8-K filed on June 23, 2023) ​ ​ ​ 21.1* ​ Subsidiaries of Helius Medical Technologies, Inc. 23.1* ​ Consent of Baker Tilly US, LLP 31.1* ​ Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 31.2* ​ Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 32.1* ​ Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 97.1* ​ Clawback Policy 101.INS* ​ Inline XBRL Instance Document 101.SCH* ​ Inline XBRL Taxonomy Extension Schema Document 101.CAL* ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB* ​ Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF* ​ Inline XBRL Taxonomy Extension Definition Linkbase Document 104* ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ​ * Filed herewith. † Indicates a management contract or compensatory plan. ‡ Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted with respect to this omitted information. ​ ITEM 16. FORM 10-K SUMMARY None ​ 88 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (BAKER TILLY US, LLP; MINNEAPOLIS, MN; PCAOB ID # 23 ) F-1 CONSOLIDATED BALANCE SHEETS F-3 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS F-4 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY F-5 CONSOLIDATED STATEMENTS OF CASH FLOWS F-6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS F-7 ​ ​ ​ ​ ​ 89 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the board of directors of Helius Medical Technologies, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Helius Medical Technologies, Inc. (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainty The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 of the consolidated financial statements, the Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and requires additional working capital. These are the reasons that raise substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not contain any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matter Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. F-1 Table of Contents Critical Audit Matter Description Valuation of warrants ​ As described in Note 8 to the consolidated financial statements, the Company completed an equity offering during the prior year which included the issuance of warrants. Management concluded the warrants met the criteria for the classification as liabilities. Given the liability treatment, the Company is required to determine the fair value of the warrants at each reporting period. Due to the complexities in determining the fair value, including use of complex valuation techniques and management judgment and estimation in determining assumptions and inputs into the valuation model, we identified the valuation of the warrants issued as a critical audit matter. ​ How We Addressed the Matter in Our Audit ​ The primary procedures we performed to address this critical audit matter included: ◾ With the assistance of a firm valuation specialist, evaluated the methodology(ies) and key assumptions used by management to assess the Company’s fair value of the warrant liability, including assessing the reasonableness of the source information underlying the valuation assumptions. ◾ Performing an independent calculation to test the reasonableness of the fair value of the warrant liability. /s/ Baker Tilly US, LLP We have served as the Company’s auditor since 2022. Minneapolis, Minnesota March 28, 2024 ​ F-2 Table of Contents ​ Helius Medical Technologies, Inc. Consolidated Balance Sheets (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 ​ 2022 ASSETS ​ ​ ​ Current assets ​ ​ ​ Cash and cash equivalents ​ $ 5,182 ​ $ 14,549 Accounts receivable, net ​ 117 ​ 71 Other receivables ​ 520 ​ 272 Inventory, net ​ 457 ​ 589 Prepaid expenses and other current assets ​ 1,162 ​ 1,216 Total current assets ​ 7,438 ​ 16,697 Property and equipment, net ​ 178 ​ 347 Intangible assets, net ​ 24 ​ 140 Operating lease right-of-use asset, net ​ 52 ​ 103 Total assets ​ $ 7,692 ​ $ 17,287 LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ Current liabilities ​ ​ ​ Accounts payable ​ $ 531 ​ $ 627 Accrued and other current liabilities ​ 1,260 ​ 1,280 Current portion of operating lease liabilities ​ 45 ​ 54 Current portion of deferred revenue ​ 43 ​ 27 Total current liabilities ​ 1,879 ​ 1,988 Operating lease liabilities, net of current portion ​ 12 ​ 56 Deferred revenue, net of current portion ​ 128 ​ 175 Derivative liability ​ ​ 3,323 ​ ​ 6,917 Total liabilities ​ 5,342 ​ 9,136 Commitments and contingencies ​ ​ ​ Stockholders' equity ​ ​ ​ Class A common stock, $ 0.001 par value; 150,000,000 shares authorized; 714,590 and 564,094 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively ​ 1 ​ 1 Additional paid-in capital ​ 162,979 ​ 159,645 Accumulated deficit ​ ( 159,957 ) ​ ( 151,107 ) Accumulated other comprehensive loss ​ ( 673 ) ​ ( 388 ) Total stockholders' equity ​ 2,350 ​ 8,151 Total liabilities and stockholders' equity ​ $ 7,692 ​ $ 17,287 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-3 Table of Contents Helius Medical Technologies, Inc. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 ​ ​ ​ ​ ​ ​ ​ Revenue ​ ​ ​ ​ ​ ​ Product sales, net ​ $ 605 ​ $ 778 Other revenue ​ 39 ​ 9 Total revenue ​ 644 ​ 787 Cost of revenue ​ 583 ​ 463 Gross profit ​ 61 ​ 324 Operating expenses ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses ​ 9,271 ​ 10,640 Research and development expenses ​ 2,942 ​ 4,262 Amortization expense ​ 117 ​ 181 Goodwill and fixed asset impairment ​ ​ 159 ​ ​ 757 Total operating expenses ​ 12,489 ​ 15,840 Loss from operations ​ ( 12,428 ) ​ ( 15,516 ) Nonoperating income (expense) ​ ​ ​ ​ ​ ​ Interest income (expense), net ​ ​ 257 ​ ​ ( 834 ) Change in fair value of derivative liability ​ 2,966 ​ 3,027 Foreign exchange gain (loss) ​ 275 ​ ( 756 ) Other income (expense), net ​ 80 ​ 7 Nonoperating income (expense), net ​ 3,578 ​ 1,444 Loss before provision for income taxes ​ ​ ( 8,850 ) ​ ​ ( 14,072 ) Provision for income taxes ​ ​ — ​ ​ — Net loss ​ ( 8,850 ) ​ ( 14,072 ) Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ ( 285 ) ​ 737 Comprehensive loss ​ $ ( 9,135 ) ​ $ ( 13,335 ) Loss per share ​ ​ ​ ​ ​ ​ Basic ​ $ ( 14.56 ) ​ $ ( 52.13 ) Diluted ​ $ ( 14.56 ) ​ $ ( 52.13 ) Weighted average number of common shares outstanding ​ ​ ​ ​ ​ ​ Basic ​ 607,890 ​ 269,929 Diluted ​ 607,890 ​ 269,929 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-4 Table of Contents Helius Medical Technologies, Inc. Consolidated Statements of Stockholders’ Equity (in thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Class A Common Stock ​ Paid-In ​ Accumulated ​ Comprehensive ​ ​ ​ ​ Shares Amount Capital Deficit Loss Total Balance as of January 1, 2022 ​ 75,570 ​ $ — ​ $ 149,416 ​ $ ( 137,035 ) ​ $ ( 1,125 ) ​ $ 11,256 Common stock issued under equity line of credit ​ 7,827 ​ ​ — ​ ​ 644 ​ ​ — ​ ​ — ​ ​ 644 Issuance of common stock in public offering ​ 480,000 ​ ​ 1 ​ ​ 8,055 ​ ​ — ​ ​ — ​ ​ 8,056 Share issuance costs — ​ — ​ ( 758 ) ​ — ​ — ​ ( 758 ) Settlement of restricted stock units 364 ​ — ​ — ​ — ​ — ​ — Common stock issued for services 173 ​ — ​ 34 ​ — ​ — ​ 34 Stock-based compensation 160 ​ — ​ 2,254 ​ — ​ — ​ 2,254 Other comprehensive gain — ​ — ​ — ​ — ​ 737 ​ 737 Net loss — ​ — ​ — ​ ( 14,072 ) ​ — ​ ( 14,072 ) Balance as of December 31, 2022 564,094 ​ $ 1 ​ $ 159,645 ​ $ ( 151,107 ) ​ $ ( 388 ) ​ $ 8,151 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Class A Common Stock ​ Paid-In ​ Accumulated ​ Comprehensive ​ ​ ​ ​ Shares Amount Capital Deficit Loss Total Balance as of January 1, 2023 ​ 564,094 ​ $ 1 ​ $ 159,645 ​ $ ( 151,107 ) ​ $ ( 388 ) ​ $ 8,151 Issuance of common stock in public offering ​ 53,010 ​ ​ — ​ ​ 500 ​ ​ — ​ ​ — ​ ​ 500 Share issuance costs — ​ ​ — ​ ​ ( 65 ) ​ ​ — ​ ​ — ​ ​ ( 65 ) Exercise of warrants 92,910 ​ — ​ 1,270 ​ — ​ — ​ 1,270 Settlement of restricted stock units 4,576 ​ — ​ — ​ — ​ — ​ — Stock-based compensation — ​ — ​ 1,629 ​ — ​ — ​ 1,629 Other comprehensive loss — ​ — ​ — ​ — ​ ( 285 ) ​ ( 285 ) Net loss — ​ — ​ — ​ ( 8,850 ) ​ — ​ ( 8,850 ) Balance as of December 31, 2023 714,590 ​ $ 1 ​ $ 162,979 ​ $ ( 159,957 ) ​ $ ( 673 ) ​ $ 2,350 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-5 Table of Contents Helius Medical Technologies, Inc. Consolidated Statements of Cash Flows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 31, ​ 2023 2022 ​ ​ ​ ​ ​ ​ ​ Cash flows from operating activities: ​ ​ Net loss ​ $ ( 8,850 ) ​ $ ( 14,072 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ Change in fair value of derivative liability ​ ( 2,966 ) ​ ( 3,027 ) Stock-based compensation expense ​ 1,629 ​ 2,254 Common stock issued for services ​ — ​ 34 Foreign exchange (gain) loss ​ ( 286 ) ​ 746 Depreciation expense ​ 45 ​ 74 Amortization expense ​ 117 ​ 181 Goodwill and fixed asset impairment ​ 159 ​ ​ 757 Provision for (reversal of) inventory reserve ​ ( 5 ) ​ ( 2 ) Non-cash operating lease expense ​ 52 ​ 51 Changes in operating assets and liabilities: ​ ​ ​ Accounts receivable ​ ( 44 ) ​ ( 9 ) Other receivables ​ ( 247 ) ​ ( 94 ) Inventory ​ 137 ​ ( 111 ) Prepaid expense and other current assets ​ 54 ​ ( 354 ) Operating lease liabilities ​ ( 53 ) ​ ( 44 ) Accounts payable ​ ( 103 ) ​ ( 418 ) Accrued and other current liabilities ​ ( 20 ) ​ ( 152 ) Deferred revenue ​ ( 35 ) ​ ( 124 ) Net cash used in operating activities ​ ( 10,416 ) ​ ( 14,310 ) Cash flows from investing activities: ​ ​ Purchase of property and equipment ​ ( 29 ) ​ ( 17 ) Proceeds from sale of property and equipment ​ — ​ 6 Net cash used in investing activities ​ ( 29 ) ​ ( 11 ) Cash flows from financing activities: ​ ​ Proceeds from issuance of common stock ​ 500 ​ 18,644 Proceeds from exercise of warrants ​ ​ 642 ​ ​ — Share issuance costs ​ ( 65 ) ​ ( 775 ) Net cash provided by financing activities ​ 1,077 ​ 17,869 Effect of currency exchange rate changes on cash and cash equivalents ​ 1 ​ ( 4 ) Net increase (decrease) in cash and cash equivalents ​ ( 9,367 ) ​ 3,544 Cash and cash equivalents at beginning of period ​ 14,549 ​ 11,005 Cash and cash equivalents at end of period ​ $ 5,182 ​ $ 14,549 Supplemental cash flow information ​ ​ Cash paid for interest (share issuance costs allocated to derivative liability) ​ $ — ​ $ 927 Non-cash investing and financing transactions: ​ ​ Right-of-use assets obtained in exchange for new lease liabilities ​ $ — ​ $ 151 Derivative warrant liability reclassified to equity on exercise of warrants ​ $ 628 ​ $ — ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-6 Table of Contents Helius Medical Technologies, Inc. ​ Notes to the Consolidated Financial Statements 1. DESCRIPTION OF BUSINESS Helius Medical Technologies, Inc. (together with its wholly owned subsidiaries the “Company”) conducts operations in the United States and Canada. The Company’s product, known as the Portable Neuromodulation Stimulator (“PoNS®”) has been commercially available in Canada since March 2019. The Company began accepting prescriptions for its PoNS product in the United States in the first quarter of 2022, and the first commercial sales began in April 2022. PoNS is authorized for sale as a Class IIa medical device in Australia. The Company is working to establish a distribution partner for Australia but has not yet had any commercial sales of PoNS in Australia. Going Concern Uncertainty As of December 31, 2023, the Company had cash and cash equivalents of $ 5.2 million. For the year ended December 31, 2023, the Company had an operating loss of $ 12.4 million, and as of December 31, 2023, its accumulated deficit was $ 160.0 million. For the year ended December 31, 2023, the Company had $ 0.6 million of net revenue from the commercial sale of products. The Company expects to continue to incur operating losses and net cash outflows until such time as it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. These factors indicate substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are filed. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business; no adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern. The Company intends to fund ongoing activities by utilizing its current cash and cash equivalents on hand, cash received from the sale of its PoNS device in the U.S. and Canada and by raising additional capital through equity or debt financings. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations. 2. SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements reflect the operations of Helius Medical Technologies, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosure of contingent assets and liabilities. Significant estimates include the assumptions used in the valuation of the fair value-pricing model for stock-based compensation, liability classified warrants and deferred income tax asset valuation allowance. Financial statements include estimates, which, by their nature, are uncertain. Actual results could differ from those estimates. F-7 Table of Contents Foreign Currency Translation The local currency, or CAD$, is the functional currency of the Company’s foreign operating subsidiary, Helius Medical Technologies (Canada), Inc. All assets and liabilities are translated into United States dollars at the rate of exchange in effect at the balance sheet date. Income and expense items are translated at the weighted-average exchange rate prevailing during the period. The effects of foreign currency translation adjustments are deferred and reported in stockholders' equity as a component of “Accumulated Other Comprehensive Loss.” The effects of foreign currency transactions denominated in a currency other than an entity's functional currency are included in “Foreign Exchange (Loss) Gain” in the Consolidated Statements of Operations and Comprehensive Loss. Revenue Recognition The Company generates nearly all revenue from product sales directly to patients, its e-commerce partner in the United States and to clinics in Canada. Revenue from product sales is recognized at a point in time as the performance obligation is satisfied and when the customer obtains control of the product at the established transaction price. Taxes that the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company requires some customers in the United States to prepay the full product selling price, net of cash discount, prior to shipment. The Company records a contract liability for any customer prepayment received for which delivery had not yet occurred as of the end of the period. Concentration of Credit Risk The Company deposits its cash and cash equivalents in demand commercial checking, unrestricted money market savings account, money market mutual funds, treasury bills or certificates of deposit at high-quality credit institutions. At times, such deposits may be in excess of federally insured limits. The Company has not experienced any losses. Cash Equivalents The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. Cash equivalents are valued at cost, which approximates fair value. Accounts Receivable Accounts receivable arise primarily from product sales in Canada and generally require payment within 30 days. The Company provides reserves against accounts receivable for estimated credit losses that may result from a customer’s inability to pay based on a combination of factors, such as the aging of accounts receivable, the customer’s financial strength and payment history. Amounts determined to be uncollectible are charged or written off against the reserve. Employee Retention Credit ​ The employee retention credit (“ERC”), as originally enacted through the Coronavirus Aid, Relief, and Economic Security Act, is a refundable credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees from March 17, 2020 to December 31, 2020. The Disaster Tax Relief Act extended the ERC for qualified wages paid from January 1, 2021 to June 30, 2021 and the credit was increased to 70% of qualified wages an eligible employer pays to employees during the extended period. The American Rescue Plan Act of 2021, enacted on March 11, 2021, further extended the ERC through December 31, 2021. ​ The Company qualified for the employee retention credit for the period from March 17, 2020 to September 30, 2021. The Company recognizes government credits for which there is a reasonable assurance of compliance with credit conditions and receipt of credits. The Company recorded a credit of $ 0.5 million against operating expenses on the Consolidated Statement of Operations and Comprehensive Loss and as a current asset on the consolidated balance sheets during the year ended December 31, 2023. The Company expects to receive the credit in the next twelve months. F-8 Table of Contents ​ Inventory Inventories are stated at the lower of cost (average cost method) or net realizable value. The Company establishes inventory reserves for obsolescence based upon specific identification of expired or unusable units with a corresponding provision included in cost of revenue. The Company calculates provisions for excess inventory based on inventory on hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. There can be no assurance that the amount ultimately realized for inventories will not be materially different than that assumed in the calculation of the reserves. Property and Equipment Property and equipment are recorded at cost. Depreciation is calculated for financial reporting purposes on the straight-line method over the estimated useful lives of the related assets, which are seven years for furniture and fixtures, five to fifteen years for equipment and three to five years for computer software and hardware. Depreciation expense is recorded in selling, general and administrative expenses. Expenditures for repairs and maintenance, which do not improve or extend the expected useful life of the assets, are expensed as incurred. Long-Lived Assets Management reviews the carrying amounts of definite-lived intangible assets and long-lived assets, including right-of-use (“ROU”) assets, property and equipment whenever events or circumstances indicate that the carrying amounts of an asset may not be recoverable. For purposes of assessing recoverability, definite-lived intangible assets and long-lived tangible assets are each deemed to be one asset group. The carrying amount of the asset group is compared to the estimated undiscounted future cash flows associated with it. If the sum of the expected future net cash flows is less than the carrying value of the asset group being evaluated, an impairment loss is calculated as the amount by which the carrying value of the asset group exceeds its estimated fair value. ​ Leases The Company has an operating lease for its corporate office. The Company determines whether a contract is, or contains, a lease at inception. ROU assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. The Company's incremental borrowing rate is determined based on the estimated rate of interest for collateralized borrowing over a similar term as the associated lease. The Company’s lease arrangement does not have any lease and non-lease components. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values. Stock-based awards consist of stock options and restricted stock units. Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period (vesting period) on a straight-line basis. Forfeitures are not estimated, but instead stock-based compensation expense is adjusted upon an actual forfeiture of a stock option. Upon exercise of stock options or vesting of restricted stock units, the Company issues common stock. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to F-9 Table of Contents taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance for deferred income tax assets is recorded when it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Research and Development Expenses Research and development costs are charged to expense when incurred. Segment Information Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is the Chief Executive Officer. The Company operates and manages its business within one operating and reportable segment related to the sale of PoNS devices in the United States and Canada. Derivatives The Company does not engage in hedging activities. The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that the fair value of the derivative is re-measured at each balance sheet date and recorded as a liability or asset and the change in fair value is recorded in the Consolidated Statements of Operations and Comprehensive Loss. Refer to Note 8 for additional information about the derivative liability. Basic and Diluted Loss per Share Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is based on the weighted-average common shares outstanding during the period plus dilutive potential common shares calculated using the treasury stock method. Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held and requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses. As the Company meets the SEC definition of a Smaller Reporting Company filer, the guidance was effective for fiscal years beginning after December 15, 2022. The adoption of this guidance on January 1, 2023 did not have a material impact on the Company's Consolidated Financial Statements. 3. GOODWILL AND FIXED ASSETS IMPAIRMENT Fixed Asset Impairment The Company identified an impairment indicator associated with its property and equipment and performed interim impairment tests on the long-lived tangible assets as a result of a planned change of the Company’s contract manufacturing partner to be completed in less than one year from September 30, 2023. The interim impairment tests were performed using estimated market prices. The Company has determined that the fair value of certain long-lived tangible assets is lower than the related book values. Additionally, for certain long-lived tangible assets, it is more likely than not that those long-lived assets will be disposed significantly before the end of their previously estimated useful lives. As a result, impairment charges of $ 159 thousand were recorded in the third quarter of 2023 on its long-lived tangible assets. F-10 Table of Contents Goodwill Impairment In September 2022, the Company recorded an impairment charge of $ 757 thousand for the full write-down of the goodwill recorded in connection with its acquisition of Heuro Canada, Inc. The significant decline in the price of the Company’s Class A common stock (“common stock”) following the Company’s registered public offering in August 2022 was considered a triggering event for testing whether goodwill was impaired. The Company elected to perform a quantitative impairment test as of September 30, 2022 for its one identified reporting unit, and determined that the carrying value exceeded the estimated fair value based on the closing price of the Company’s common stock on the Nasdaq Capital Market. 4 . SUPPLEMENTAL BALANCE SHEET DISCLOSURES Components of selected captions in the Consolidated Balance Sheets are as follows: Accounts receivable, net Accounts receivable are net of allowance for doubtful accounts of $ 0 and less than $ 1 thousand as of December 31, 2023 and 2022, respectively. Inventory, net (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 ​ 2022 Raw materials ​ $ 351 ​ $ 344 Work-in-process ​ 67 ​ 284 Finished goods ​ 96 ​ 39 Inventory, gross ​ ​ 514 ​ ​ 667 Inventory reserve ​ ( 57 ) ​ ( 78 ) Inventory, net ​ $ 457 ​ $ 589 ​ During the years ended December 31, 2023 and 2022, existing reserves of $ 16 thousand and $ 175 thousand were charged against inventory, respectively. Prepaid expenses and other current assets (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 ​ 2022 Prepaid expenses ​ $ 689 ​ $ 817 Inventory related ​ 333 ​ 399 Deferred offering costs ​ ​ 140 ​ ​ — Total prepaid expenses and other current assets ​ $ 1,162 ​ $ 1,216 ​ Property and equipment, net (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 ​ 2022 Furniture and fixtures ​ $ 59 ​ $ 59 Equipment ​ 243 ​ 373 Computer software and hardware ​ 235 ​ 229 Property and equipment ​ 537 ​ 661 Accumulated depreciation ​ ( 359 ) ​ ( 314 ) Property and equipment, net ​ $ 178 ​ $ 347 F-11 Table of Contents ​ Accrued and other current liabilities (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Insurance payable ​ $ 446 ​ $ 592 Employees benefits ​ ​ 509 ​ ​ 509 Professional services ​ 52 ​ 119 Franchise tax ​ 168 ​ — Other ​ 85 ​ 60 Total accrued and other current liabilities ​ $ 1,260 ​ $ 1,280 ​ Deferred revenue Exclusive Distribution Agreement Pursuant to an Exclusive Distribution Agreement with Health Tech Connex Inc. (“HTC”) (“Exclusivity Agreement”) entered into on March 3, 2023, subject to certain terms and conditions, the Company granted to HTC the exclusive right to provide PoNS Therapy® in the Fraser Valley and Vancouver metro regions of British Columbia. HTC is to purchase the PoNS devices for use in these regions exclusively from the Company and on terms no less favorable than the then-current standard terms and conditions. This Exclusivity Agreement replaced the previous Clinical Research and Co-Promotion Agreement (“Co-Promotion Agreement”) between the parties entered into in October 2019 that included a similar exclusive right provision. The exclusive right under the Exclusivity Agreement was granted for a value of CAD$ 273 thousand, which is represented by the unamortized up-front payment under the former Co-Promotion Agreement. The initial term of the Exclusivity Agreement expires on December 31, 2027, and is renewable by HTC for one additional five-year term upon sixty days ’ written notice to the Company. Deferred revenue as of both December 31, 2023 and 2022 is comprised of the remaining unamortized amount under these agreements. Revenue recognized is included in other revenue in the Consolidated Statements of Operations and Comprehensive Loss. 5. LEASES The Company has an operating lease for office space with lease terms that commenced in January 2022 and will expire in March 2025. The lease does not contain any options to extend . Operating lease costs for the years ended December 31, 2023 and 2022 were $ 54 thousand and $ 56 thousand, respectively. Maturities of operating lease liabilities as of December 31, 2023 were as follows (in thousands): ​ ​ ​ ​ 2024 ​ $ 46 2025 ​ ​ 12 Total lease payments ​ 58 Less: imputed interest ​ ( 1 ) Total lease liabilities ​ $ 57 The following table provides information on the lease terms and discount rates for the operating lease as of December 31, 2023: ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (in years) ​ 1.25 ​ ​ Weighted average discount rate ​ 4.55 % ​ ​ ​ ​ F-12 Table of Contents 6. INTANGIBLE ASSETS Intangible assets consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ ​ ​ ​ Net ​ ​ Useful Life ​ ​ ​ Accumulated ​ Carrying ​ ​ ​ Accumulated ​ Carrying ​ (in years) Cost Amortization Value Cost Amortization Value Reacquired rights ​ ​ 3.87 ​ $ 486 ​ $ ( 486 ) ​ $ — ​ $ 475 ​ $ ( 388 ) ​ $ 87 Acquired proprietary software ​ 5.00 ​ ​ 145 ​ ( 121 ) ​ 24 ​ ​ 142 ​ ( 90 ) ​ 52 Internally developed software ​ 3.00 ​ ​ 84 ​ ( 84 ) ​ — ​ ​ 84 ​ ( 83 ) ​ 1 Total intangible assets ​ ​ ​ ​ $ 715 ​ $ ( 691 ) ​ $ 24 ​ $ 701 ​ $ ( 561 ) ​ $ 140 ​ Estimated amortization expense for the year ending December 31, 2024 is $ 24 thousand. 7 . FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value of an asset or liability considers assumptions that market participants would use in pricing the asset or liability, including consideration of non-performance risk. The inputs used to determine fair values are categorized in one of the following three levels of the fair value hierarchy: Level 1 – Quoted market prices in active markets for identical assets or liabilities. Level 2 – Inputs, other than quoted prices in active markets, that are observable, either directly or indirectly. Level 3 – Unobservable inputs that are not corroborated by market data. The Consolidated Financial Statements include financial instruments for which the fair market value of such instruments may differ from amounts reflected on a historical cost basis. Financial instruments of the Company as of December 31, 2023 and 2022 consist of cash equivalents, which were comprised of deposits of excess cash in an unrestricted money market savings account, money market mutual funds, treasury bills and a certificate of deposit. The carrying value of cash equivalents generally approximates fair value due to their short-term nature. The Company’s derivative liability as of December 31, 2023 and 2022 is comprised of warrants issued in connection with the registered public offering completed in August 2022 discussed in Note 8. The derivative liability is classified as Level 3 within the fair value hierarchy and is required to be recorded at fair value on a recurring basis. See Note 8 for further information on the fair value of the derivative liability. The majority of the Company’s non-financial instruments, which include intangible assets, lease assets, inventories and property and equipment, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur (or at least annually for indefinite-lived intangible assets), a non-financial instrument is required to be evaluated for impairment. If the Company determines that the non-financial instrument is impaired, the Company would be required to write down the non-financial instrument to its fair value. See Note 3 – Goodwill and Fixed Asset Impairment for further detail. 8. COMMON STOCK AND WARRANTS The Company may issue common stock in connection with underwritten public offerings, registered direct public offerings or other financing transactions. Such issuances of common stock may include the issuance or sale of warrants to purchase common stock. F-13 Table of Contents Equity Transactions At-The-Market Offering On June 23, 2023, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”) to create an at-the-market offering program (“ATM”) under which the Company may offer and sell shares having an aggregate offering price of up to $ 2.0 million. Roth is entitled to a commission at a fixed commission rate equal to up to 3 % of the gross proceeds pursuant to the Sales Agreement. As of December 31, 2023, 53,010 share issuances of securities have occurred in connection with the ATM generating net proceeds of $ 0.4 million inclusive of $ 0.1 million of share issuance costs. On February 8, 2024, 148,201 shares were issued with the ATM, generating net proceeds of $ 1.3 million. Series B Preferred Stock On March 23, 2023, the Board of Directors declared a dividend of one one-thousandth of a share of Series B Preferred Stock (“Series B Preferred Stock”) for each outstanding share of Common Stock held of record on April 3, 2023, and the Certificate of Designation was filed with the Delaware Secretary of State and became effective on March 24, 2023. The value of the Series B Preferred Stock issued in connection with the stock dividend was immaterial. The Series B Preferred Stock is not transferrable by the holder except in connection with a transfer by such holder of any shares of common stock held by such holder. The Series B Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series B Preferred Stock has no stated maturity and is not subject to any sinking fund. The Series B Preferred Stock is not subject to any restriction on the redemption or repurchase of shares by the Company while there is any arrearage in the payment of dividends or sinking fund installments. The holder of Series B Preferred Stock is not entitled to receive dividends. Each share of Series B Preferred Stock entitled the holder to 1,000,000 votes per share and each fraction of a share of Series B Preferred Stock had a ratable number of votes. The outstanding shares of Series B Preferred Stock voted together with the outstanding shares of the Company’s common stock, as a single class, exclusively with respect to the proposal giving the Board of Directors the authority, as it would determine appropriate, to implement a reverse stock split within twelve months following the approval of such proposal by the Company’s stockholders (the “Reverse Stock Split Proposal”), as well as any proposal to adjourn any meeting of stockholders called for the purpose of voting on the foregoing matters (the “Adjournment Proposal”). At the annual meeting of stockholders of the Company held on May 24, 2023, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of its outstanding common stock. All shares of Series B Preferred Stock that did not vote in person or by proxy were redeemed in whole by the Company. Shares of Series B Preferred Stock that did vote in person or by proxy will need to request redemption from the Company at a rate of $ 0.001 per share in cash. As of December 31, 2023, no shareholders of Series B Preferred Stock have requested such redemption. Reverse Stock Split At the annual meeting of stockholders on May 24, 2023, our stockholders voted to approve a reverse stock split of our outstanding Class A common stock at a ratio in the range of 1-for- 10 to 1-for- 80 to be determined at the discretion of the Board of Directors. On August 11, 2023, the Board approved a 1-for- 50 reverse stock split of the Company’s issued and outstanding Common Stock (the “Reverse Stock Split”) that became effective 5:00 p.m. Eastern Time on August 16, 2023. All issued and outstanding Common Stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of Common Stock. Per the warrant agreement for the Public Warrants, the exercise price for these warrants was reset to the volume-weighted average price for the five days following the Reverse Stock Split. A proportionate adjustment was also made to the number of shares reserved for issuance pursuant F-14 Table of Contents to the Company’s equity incentive compensation plans to reflect the Reverse Stock Split. Any fraction of a share of Common Stock that was created as a result of the Reverse Stock Split was rounded down to the next whole share and stockholders received cash settlement equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the Company’s Common Stock as reported on Nasdaq on the last trading day before the Reverse Stock Split effective date. The authorized shares and par value of the Common Stock and preferred stock were not adjusted as a result of the Reverse Stock Split. August 2022 Issuance of Common Stock and Warrants On August 9, 2022, the Company closed on a registered public offering (“August 2022 Public Offering”) and issued an aggregate of 480,000 shares of common stock for gross proceeds of $ 18 million. The Company paid $ 1.7 million of share issuance costs, which consisted of placement agent fees and expenses and other offering costs. In connection with the August 2022 Public Offering, the Company issued warrants to purchase an aggregate of 720,000 shares of common stock (“Public Warrants”). The Company performed an analysis of the provisions of the Public Warrants and concluded that the Public Warrants did not meet the guidance for being classified as an equity instrument due to a potential price reset prompted by a change in an unrelated instrument’s conversion rate or, in the event of a fundamental transaction, settlement rights that differ from those of the underlying common stockholders. As a result of the derivative liability classification of the Public Warrants, the gross proceeds were first allocated to the fair value of the Public Warrants as of August 9, 2022 of $ 9.9 million and the remaining $ 8.1 million in gross proceeds were allocated to stockholders’ equity. The share issuance costs associated with the August 2022 Public Offering were allocated between the issuance of common stock and Public Warrants on a pro rata basis with the allocation of the gross proceeds, which resulted in $ 0.8 million of share issuance costs being recorded as a reduction of additional paid-in capital and $ 0.9 million of share issuance costs being recorded in interest expense on the Consolidated Statements of Operations and Comprehensive Loss. The fair value of the derivative liability as of December 31, 2023 and 2022 was $ 3.3 million and $ 6.9 million, respectively. The change in the fair value of the derivative liability was recognized as a component of nonoperating income (expense) in the Company’s Consolidated Statements of Operations and Comprehensive Loss. ​ The fair value of the Public Warrants was determined using both a Monte Carlo simulation model, which uses multiple input variables to determine the probability of the occurrence of a price reset or a fundamental transaction and the Black-Scholes option pricing model. The following table includes the stock price and the inputs used to estimate the fair value of the warrants: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 ​ 2022 Stock price ​ $ 8.04 ​ $ 15.35 ​ Warrant term (in years) ​ 3.61 ​ 4.61 ​ Expected volatility ​ 84.10 % 80.90 % Risk-free interest rate ​ 3.96 % 4.04 % Dividend rate ​ 0.00 % 0.00 % ​ Lincoln Park Purchase Agreement During the year ended December 31, 2022 the Company issued 7,827 shares at an average price per share of $ 82.32 to Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to a purchase agreement (the “LPC Purchase Agreement”) and registration rights agreement with Lincoln Park entered into on September 1, 2021. Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to the provisions of the LPC Purchase Agreement and applicable rules of the Nasdaq Capital Market. The Company does not intend to issue any additional shares under the LPC Purchase Agreement. F-15 Table of Contents Warrants The 627,090 of outstanding liability classified Public Warrants have an exercise price that was reset to $ 6.9135 per share as a result of the Company’s Reverse Stock Split on August 16, 2023 are exercisable upon issuance and will expire five years following the date of issuance. 92,910 Public Warrants were exercised and the Company received gross proceeds of $ 0.6 million. No warrants were cancelled during the year ended December 31, 2023. The Company has outstanding equity-classified warrants to purchase 9,969 shares of common stock at a weighted average exercise price of $ 819.77 , with expiration dates ranging from March 2025 to February 2026. During the year ended December 31, 2023, no warrants were exercised and 1,884 warrants were cancelled due to expiration. ​ ​ 9 . STOCK-BASED COMPENSATION The Company may issue stock-based compensation awards under The Helius Medical Technologies, Inc. 2022 Equity Incentive Plan (“2022 Plan”) or the Helius Medical Technologies, Inc. 2021 Inducement Plan (as amended, the “Inducement Plan”). The 2022 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants. Options to purchase shares of the Company’s common stock granted under the 2022 Plan are awarded at a price equal to the fair market value at the date of grant based upon the closing price on that date. Options granted under the 2022 Plan generally vest over periods of between one to three years and expire no later than ten years from the date of grant . The 2022 Plan contains an automatic increase provision which provides for an annual increase to the maximum number of authorized shares on January 1 of each year beginning on January 1, 2023 through January 1, 2027, to an amount equal to (i) 20 % of the fully diluted number of shares of common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or (ii) a lesser number of shares determined by the board of directors prior to the date of the increase. As of January 1, 2024, the number of shares authorized for issuance increased from 264,319 to 319,941 and there were 74,643 shares of common stock available for issuance under the 2022 Plan. The Inducement Plan permits the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock and cash awards and other share‑based awards The Inducement Plan is used exclusively for grants of awards to individuals who were not previously employees or directors of the Company. Options granted under the Inducement Plan generally vest over four years and expire after ten years . The exercise price of each option is equal to the fair market value of the common stock at the date of grant. As of December 31, 2023, there were 9,240 shares of common stock available for issuance under the Inducement Plan. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following tables. The risk-free interest rate is estimated using the United States Treasury yield curve and is based on the expected term of the award. The expected term of stock option awards granted is estimated based on the “simplified” method described in the SEC Staff Accounting Bulletin, Topic 14: Share-Based Payment. Expected volatility is calculated using historical volatility over the expected term. F-16 Table of Contents The Black-Scholes option pricing model was used with the following weighted-average assumptions for options granted during the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 ​ Risk-free interest rate ​ 3.93 % ​ 2.95 % Expected volatility 79.43 % 74.91 ​ Expected term (years) 5.70 ​ 5.70 ​ Expected dividend yield 0.00 % 0.00 % Fair value, per share $ 10.17 ​ $ 50.93 ​ ​ The fair value of restricted stock units granted during the years ended December 31, 2023 and 2022 was based on the closing price of the Company’s common stock on the Nasdaq Capital Market on the day of the grant. Stock option activity during the year ended December 31, 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Aggregate ​ ​ ​ ​ Weighted ​ Remaining ​ Intrinsic ​ ​ ​ ​ Average ​ Contractual ​ Value ​ Shares Exercise Price Term (in years) (in thousands) Outstanding as of December 31, 2022 23,800 $ 670.36 ​ 8.56 ​ ​ — Granted 223,268 ​ ​ 14.63 ​ — ​ — Exercised — ​ — ​ — ​ ​ — Forfeited ( 1,238 ) ​ 377.94 ​ — ​ — Outstanding as of December 31, 2023 245,830 ​ ​ 76.28 ​ 9.03 ​ $ 5.00 Exercisable as of December 31, 2023 98,350 ​ ​ 149.43 ​ 8.93 ​ $ 4.00 ​ The following table summarizes nonvested restricted stock unit activity during the year ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant Date ​ ​ Shares ​ Fair Value Nonvested as of December 31, 2022 160 ​ $ 70.00 Granted 6,644 ​ 7.81 Vested ( 4,576 ) ​ 9.98 Forfeited — ​ — Nonvested as of December 31, 2023 2,228 ​ $ 7.81 ​ Total stock-based compensation expense was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 31, ​ ​ 2023 ​ 2022 Cost of sales ​ $ 18 ​ $ 15 Selling, general and administrative ​ ​ 1,320 ​ ​ 2,015 Research and development ​ ​ 291 ​ ​ 224 Total stock-based compensation expense ​ $ 1,629 ​ $ 2,254 ​ Stock-based compensation expense for the year ended December 31, 2022 included $ 1.2 million of expense associated with the vesting of performance-based stock options upon the achievement of the performance criteria when the public offering in August 2022 was completed. F-17 Table of Contents As of December 31, 2023, the total remaining unrecognized compensation expense related to nonvested stock options and restricted stock units was $ 2.5 million which will be amortized over weighted-average remaining requisite service period of 1.0 years. 10 . BASIC AND DILUTED LOSS PER SHARE The table below presents the computation of basic and diluted loss per share (in thousands, except share and per share information): ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 31, ​ ​ 2023 2022 Basic: ​ ​ ​ Net loss available to common stockholders — basic ​ $ ( 8,850 ) ​ $ ( 14,072 ) Weighted average common shares outstanding — basic ​ 607,890 ​ 269,929 Loss per share - basic ​ $ ( 14.56 ) ​ $ ( 52.13 ) ​ ​ ​ ​ Diluted: ​ ​ ​ Net loss available to common stockholders — diluted (1) ​ $ ( 8,850 ) ​ $ ( 14,072 ) Weighted average common shares outstanding — diluted (1) ​ 607,890 ​ 269,929 Loss per share — diluted ​ $ ( 14.56 ) ​ $ ( 52.13 ) ​ (1) For the years ended December 31, 2023 and 2022, no adjustment was made to the numerator and no incremental shares were added to the denominator for the Public Warrants being accounted for as a derivative liability, as the Public Warrants were out-of-the-money. Refer to Note 8 for additional information about the Public Warrants. The following outstanding securities, presented based on amounts outstanding as of the end of each period, were not included in the computation of diluted loss per share for the periods indicated, as they would have been anti-dilutive due to the net loss in each period. ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 31, ​ ​ 2023 2022 Stock options ​ 245,830 ​ 23,800 Restricted stock units ​ 2,228 ​ 160 Warrants ​ 637,059 ​ 731,853 ​ ​ 11. INCOME TAXES The Company's loss before provision for income taxes was generated from operations in the United States and outside of the United States as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 U.S. ​ $ 8,689 ​ $ 12,417 Non-U.S. ​ 161 ​ 1,655 ​ ​ $ 8,850 ​ $ 14,072 ​ F-18 Table of Contents A reconciliation of the United States federal statutory income tax rate to the Company's effective income tax rate is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 Income tax benefit at United States federal statutory rate ​ $ ( 1,858 ) ​ $ ( 2,955 ) ​ Derivative liability ​ ( 623 ) ​ ( 636 ) ​ Share based payments ​ ( 791 ) ​ 500 ​ Goodwill impairment ​ ​ — ​ ​ 198 ​ Tax credits ​ ​ ( 142 ) ​ ​ ( 157 ) ​ Foreign income taxed at foreign rate ​ ( 9 ) ​ ( 91 ) ​ Other permanent difference ​ 126 ​ 59 ​ Other ​ ​ 144 ​ ​ 164 ​ Increase in valuation allowance ​ 3,153 ​ 2,918 ​ Income tax expense ​ $ — ​ $ — ​ ​ The components of deferred tax assets and liabilities are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2023 2022 Deferred tax assets ​ ​ ​ ​ Net operating loss carryforwards ​ $ 30,642 ​ $ 29,130 Stock-based compensation ​ 3,316 ​ 1,696 Research and development ​ ​ 2,164 ​ ​ 1,642 Tax credit carryforwards ​ 1,267 ​ 1,114 Compensation and benefits ​ ​ 120 ​ ​ 108 Unrealized foreign currency losses ​ ​ 33 ​ ​ 102 Deferred revenue ​ ​ 45 ​ ​ 53 Lease liability ​ ​ 13 ​ ​ 25 Inventory reserve ​ ​ 13 ​ ​ 18 Total deferred tax assets ​ ​ 37,613 ​ ​ 33,888 Deferred tax liabilities ​ ​ ​ ​ ​ ​ Property and equipment ​ ​ ( 16 ) ​ ​ ( 57 ) Intangible assets ​ ​ ( 7 ) ​ ​ ( 37 ) Right-of-use asset ​ ​ ( 12 ) ​ ​ ( 23 ) Unrealized foreign currency gains ​ ​ — ​ ​ — Total deferred tax liabilities ​ ​ ( 35 ) ​ ​ ( 117 ) Valuation allowance ​ ( 37,578 ) ​ ( 33,771 ) Net deferred tax assets ​ $ — ​ $ — ​ Net operating loss carryforwards and the related carryforward expiration periods as of December 31, 2023 are summarized as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Carryforward ​ ​ ​ ​ Amount ​ Expiration United States federal net operating losses $ 39,561 ​ 2032 - 2037 United States federal net operating losses ​ 74,943 ​ Indefinite United States state net operating losses ​ 71,165 ​ 2034 - 2043 United States state net operating losses ​ 3,213 ​ Indefinite Canada federal net operating losses ​ 6,532 ​ 2034 - 2043 ​ F-19 Table of Contents The gross tax credit carryforwards and the related carryforward expiration periods as of December 31, 2023 are summarized as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Carryforward ​ ​ ​ ​ Amount ​ Expiration United States federal research expenditure tax credits $ 797 ​ 2034 - 2043 Canada federal research expenditure tax credits ​ 470 ​ 2034 - 2037 ​ Under the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Section 382 of the Code, as well as similar state provisions. This could substantially limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. Although a formal Section 382 analysis has not yet been completed, the Company believes it is possible ownership changes have occurred. The annual limitation may result in the expiration of United States net operating losses and credits before utilization; however, due to the valuation allowance against deferred tax assets as of December 31, 2023, the net effect of any limitation will have no impact on results of operations. The accounting guidance related to uncertain tax positions prescribes a recognition threshold and measurement attribute for recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of both December 31, 2023 and 2022, the Company does no t have an accrual relating to uncertain tax positions. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. The Company files income tax returns in the United States and Canada. The Company’s tax returns are subject to tax examinations by United States federal and state tax authorities, or examinations by foreign tax authorities until the expiration of the respective statutes of limitation. The Company currently has no tax years under examination. 12 . DEFINED CONTRIBUTION PLAN The Company’s employees in the United States are eligible to participate in the Helius Medical Inc. Savings Plan, as amended, a safe harbor 401(k) plan (“401(k) Plan”). The 401(k) Plan allows eligible employees to make contributions through payroll deductions up to IRS limits. The Company matches the first 3 % of the participant's annual eligible compensation contributed to the plan on a dollar-for-dollar basis and matches the next 2 % of the participant's annual eligible compensation to the plan on a 50 % basis. Pursuant to the 401(k) safe harbor provisions, the Company’s matching contributions are 100 % vested. For the years ended December 31, 2023 and 2022, the Company’s defined contribution plan expense was $ 148 thousand and $ 143 thousand, respectively. 13 . COMMITMENTS AND CONTINGENCIES The Company is obligated under a license agreement with Advanced NeuroRehabilitation, LLC (“ANR”) to pay a 4 % royalty on net revenue collected from the sale of devices covered by ANR’s patent pending technology, claims and knowhow. For the years ended December 31, 2023 and 2022, the Company recorded royalty expense from the sale of devices of approximately $ 24 thousand and $ 31 thousand, respectively, in its Consolidated Statements of Operations and Comprehensive Loss. F-20 Table of Contents 14 . ENTERPRISE-WIDE DISCLOSURES The following table presents the Company’s revenue disaggregated by geographic area (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 31, ​ ​ 2023 ​ 2022 Product sales, net: ​ ​ ​ ​ ​ ​ United States ​ $ 324 ​ $ 318 Canada ​ ​ 281 ​ ​ 460 Total product sales, net ​ ​ 605 ​ ​ 778 Other revenue ​ 39 ​ 9 Total revenue ​ $ 644 ​ $ 787 ​ Two customers accounted for 65 % of net product sales for the year ended December 31, 2023 and a single customer accounted for 35 % of net product sales for the year ended December 31, 2022. A single customer accounted for 83 % and 89 % of accounts receivable, net for the years ended December 31, 2023 and 2022, respectively. ​ ​ ​ ​ ​ F-21 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. ​ ​ ​ Dated: March 28, 2024 By: /s/ Dane C. Andreeff ​ ​ Dane C. Andreeff ​ ​ President and Chief Executive Officer ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ By /s/ Dane C. Andreeff Date: March 28, 2024 ​ Dane C. Andreeff ​ ​ ​ President, Chief Executive Officer (Principal Executive Officer) and Director ​ ​ ​ ​ ​ ​ By /s/ Jeffrey S. Mathiesen ​ Date: March 28, 2024 ​ Jeffrey S. Mathiesen ​ ​ ​ Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), Treasurer, Secretary and Director ​ ​ ​ ​ ​ ​ By /s/ Paul Buckman ​ Date: March 28, 2024 ​ Paul Buckman ​ ​ ​ Director ​ ​ ​ ​ ​ ​ By /s/ Blane Walter ​ Date: March 28, 2024 ​ Blane Walter ​ ​ ​ Director ​ ​ ​ ​ ​ ​ By /s/ Sherrie Perkins ​ Date: March 28, 2024 ​ Sherrie Perkins ​ ​ ​ Director ​ ​ ​ ​ ​ ​ By /s/ Edward M. Straw ​ Date: March 28, 2024 ​ Edward M. Straw ​ ​ ​ Director ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 84