SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2022 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _______, 2022, between Helius Medical Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT HELIUS MEDICAL TECHNOLOGIES, INC.Helius Medical Technologies, Inc. • April 26th, 2024 • Electromedical & electrotherapeutic apparatus • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helius Medical Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT HELIUS MEDICAL TECHNOLOGIES, INC.Common Stock Purchase Warrant • January 20th, 2021 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on 1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helius Medical Technologies, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to recei
HELIUS MEDICAL TECHNOLOGIES, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20_____ Debt SecuritiesIndenture • March 10th, 2023 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS INDENTURE, dated as of [●], 20___, between Helius Meidcal Technologies, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
HELIUS MEDICAL TECHNOLOGIES, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • January 27th, 2020 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between HELIUS MEDICAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
HELIUS MEDICAL TECHNOLOGIES, INC. Class A Common Stock ($0.001 par value per share) Sales AgreementSales Agreement • June 23rd, 2023 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
Helius Medical Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:
HELIUS MEDICAL TECHNOLOGIES, INC. AND __________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF _____________ HELIUS MEDICAL TECHNOLOGIES, INC. FORM OF COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • March 10th, 2023 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK WARRANT AGREEMENT(this “Agreement”), dated as of [●], between Helius Medical Technologies, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Helius Medical Technologies, Inc. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of ________, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • July 27th, 2022 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of _________, 2022 (“Agreement”), between Helius Medical Technologies, Inc.,, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
HELIUS MEDICAL TECHNOLOGIES, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • January 27th, 2020 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [ ], between HELIUS MEDICAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and [ ], a [corporation] [national banking association] organized and existing under the laws of [ ] and having a corporate trust office in [ ], as warrant agent (the “Warrant Agent”).
HELIUS MEDICAL TECHNOLOGIES, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ______________ HELIUS MEDICAL TECHNOLOGIES, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENTPreferred Stock Warrant Agreement • March 10th, 2023 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Helius Medical Technologies, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
1,204,375 SHARES of Common Stock HELIUS MEDICAL TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2021 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Helius Medical Technologies, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 27th, 2022 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
PURCHASE AGREEMENTPurchase Agreement • September 2nd, 2021 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
PURCHASE AGREEMENT (the “Agreement”), dated as of September 1, 2021, by and between HELIUS MEDICAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • January 27th, 2020 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
Helius Medical Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
HELIUS MEDICAL TECHNOLOGIES, INC. AND ___________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF _________ HELIUS MEDICAL TECHNOLOGIES, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENTDebt Securities Warrant Agreement • March 10th, 2023 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Helius Meidcal Technologies, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 26th, 2024 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
This letter (the “Agreement”) constitutes the agreement between Craig-Hallum Capital Group LLC (“Craig-Hallum” or the “Placement Agent”) and Helius Medical Technologies, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), that Craig-Hallum shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, for the proposed placement of up to an aggregate of $____ of registered securities of the Company, consisting of up to (i)___________ shares (the “Shares”) of Class A common stock, $0.001 par value per share (the “Common Stock”), and/or (ii) ___________pre-funded Common Stock purchase warrants, each to purchase one share of Common Stock (the “Pre-Funded Warrants,” and the shares issuable upon exercise thereof, the “Pre-Funded Warrant Shares”) at an exercise price of $0.001 per share of Common Stock with each Share and each Pre-Funded Warrant sold together with a Series A Warrant (and defined below) and a Series B Warrant (as d
SHARES OF COMMON STOCK AND WARRANTS OF HELIUS MEDICAL TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2021 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Helius Medical Technologies, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 10th, 2021 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Helius Medical Technologies, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2021 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between HELIUS MEDICAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and ANTONELLA R. FAVIT-VAN PELT, M.D., PH.D. (the “Executive”) is entered into by the Company and the Executive and made effective as of July 7, 2021 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2021 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 1, 2021, by and between HELIUS MEDICAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
FORM OF WARRANTHelius Medical Technologies, Inc. • October 26th, 2020 • Electromedical & electrotherapeutic apparatus
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS SECURITY IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN A SECURITIES PURC
FORM OF SERIES B COMMON STOCK PURCHASE WARRANT HELIUS MEDICAL TECHNOLOGIES, INC.Helius Medical Technologies, Inc. • May 9th, 2024 • Electromedical & electrotherapeutic apparatus • New York
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 9, 2024 (the “Initial Exercise Date”) and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on May 9, 2025 and (ii) the Redemption Date (as hereinafter defined) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helius Medical Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
HELIUS MEDICAL TECHNOLOGIES, INC. 2,141,900 Shares of Class A Common Stock and 2,141,900 Warrants Underwriting AgreementUnderwriting Agreement • April 12th, 2018 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
Helius Medical Technologies, Inc., a Wyoming corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 2,141,900 shares of its Class A Common Stock, no par value per share (the “Shares”) and warrants (the “Warrants” and, together with the Shares, the “Firm Securities”) to purchase 2,141,900 shares of its Class A Common Stock. In addition, the Company has granted to BTIG (as defined below) an option to purchase, in the aggregate, up to an additional 321,285 Shares (the “Option Shares”) and Warrants to purchase up to 321,285 Shares (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants. The shares of Class A Common Stock underlying the Warrants and Option Warrants are hereinafter referred to as the “Warrant Shares.” The Firm Securities and, if and to the extent such option is exercised, the
HELIUS MEDICAL TECHNOLOGIES, INC. and COMPUTERSHARE TRUST COMPANY OF CANADA WARRANT INDENTURE Providing for the Issue of Warrants Dated as of April [•], 2018Helius Medical Technologies, Inc. • April 12th, 2018 • Electromedical & electrotherapeutic apparatus • New York
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada,
CONSULTING AGREEMENTConsulting Agreement • February 6th, 2015 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT by and between NeuroHabilitation Corporation (the “Company”) having its principal place of business at 41 University Drive, Suite 400, Newtown PA 18940 and Mitch Tyler 6811 Forest Glade Ct., Middleton WI 53562. (the “Consultant”). The Agreement will become effective upon the date of the signing of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2018 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Pennsylvania
EMPLOYMENT AGREEMENT (the “Agreement”), dated effective as of July 9, 2018 (the “Effective Date”), by and between NeuroHabilitation Corporation a Delaware registered corporation (the “Company”), and Jennifer Laux (the “Executive”).
AGENCY AGREEMENTAgency Agreement • May 4th, 2016 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • British Columbia
The undersigned, Mackie Research Capital Corporation (the “Agent”), understands that Helius Medical Technologies, Inc., a Wyoming corporation (the “Company”) intends to issue and sell a minimum of 8,000,000 units of the Company (the “Base Units”) at a price of $1.00 per Base Unit for aggregate gross proceeds of $8,000,000 (the “Minimum Offering”) and a maximum of 20,000,000 Base Units at a price of $1.00 per Base Unit for aggregate proceeds of $20,000,000 (the “Maximum Offering”). Each Base Unit shall be comprised of one Common Share (as hereinafter defined) (a “Base Unit Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Base Warrant”). Each Base Warrant shall entitle the holder thereof to acquire one Common Share (a “Base Warrant Share”) at an exercise price of $1.50 until 4:00 p.m. (Toronto time) on the date that is 36 months after the Closing Date. Unless otherwise indicated, the Minimum Offering and the Maximum Offering shall be
COVER SHEET Master Cooperative Research and Development Agreement (CRADA)Cover Sheet • July 14th, 2014 • Helius Medical Technologies, Inc.
[NOTE: This Cover Sheet is for internal management purposes only. It is not part of the Agreement and neither party is bound to anything contained in it]
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 18th, 2020 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March ___, 2020, between Helius Medical Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Amended and Restated Patent Sub-License OF U.S. Patent Application 12/348,301 And Provisional Patent Application 61/019,061Helius Medical Technologies, Inc. • July 14th, 2014 • Delaware
This Amended and Restated Patent Sub-License ("Agreement"), entered into effective as of this 10 day of May, 2013, by and between Advanced NeuroRehabilitation, LLC, a Wisconsin Limited Liability Company. ("ANR"), with offices at 510 Charmany Drive, Suite 175F, Madison, Wisconsin, 53719, and NeuroHabilitation Corporation ("NHC"), a Delaware Corporation (collectively, ANR and NHC are sometimes referred to as the "Parties").
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2021 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 1, 2021 (the “Effective Date”), by and between Joyce LaViscount (“Executive”) and Helius Medical Technologies, Inc., a Delaware corporation (the “Company”). Executive and the Company are referred to herein each as a “Party” and, together, as the “Parties.” Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Employment Agreement between the Parties dated October 19, 2015 and amended as of November 7, 2016 (the “Employment Agreement”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 9th, 2024 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
This letter (the “Agreement”) constitutes the agreement between Craig-Hallum Capital Group LLC (“Craig-Hallum” or the “Placement Agent”) and Helius Medical Technologies, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), that Craig-Hallum shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, for the proposed placement of up to an aggregate of $6,417,497.25 of registered securities of the Company, consisting of up to (i) 804,999 shares (the “Shares”) of Class A common stock, $0.001 par value per share (the “Common Stock”), and (ii) 2,047,222 pre-funded Common Stock purchase warrants, each to purchase one share of Common Stock (the “Pre-Funded Warrants,” and the shares issuable upon exercise thereof, the “Pre-Funded Warrant Shares”) at an exercise price of $0.001 per share of Common Stock with each Share and each Pre-Funded Warrant sold together with a Series A Warrant (and defined below) and a Series B Warrant (as
DESIGN AND MANUFACTURING CONSULTANT AGREEMENT NEUROHABILITATION CORPORATION This Business Consultant Agreement ("Agreement") is made and effective January 30, 2013Design and Manufacturing Consultant Agreement • July 14th, 2014 • Helius Medical Technologies, Inc.
BETWEEN: CLINVUE (the "Consultant"), a company organized and existing under the laws of the State of Maryland with its head office located at: 4821 Butler Rd, Suite 2c, Glyndon MD 21136
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 3rd, 2021 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “First Amendment”) is entered into and made effective as of September 1, 2021, by and among HELIUS MEDICAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and the investors listed on the signature pages hereto (collectively, the “Principal Purchasers”).
SUPPLEMENTAL AGREEMENT TOSupplemental Agreement • March 14th, 2019 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus
NeuroHabilitation Corporation, a Delaware corporation, having its registered address at 642 Newtown Yardley Road, Suite 100, Newtown PA, 18940 (the “NHC”).
