Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On May 30, 2024, the Board of Directors (the "Board") of Helius Medical Technologies, Inc. (the "Company") adopted a First Amendment (the "Amendment") to the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan (the "2022 Equity Incentive Plan"). On June 27, 2024, at the Annual Meeting (as defined below), the stockholders of the Company approved the Amendment.

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Pursuant to the terms and conditions of the Amendment, the 2022 Equity Incentive Plan was amended to:

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●	increase the aggregate number of shares of Common Stock that may be issued under the 2022 Equity Incentive Plan to 2,089,000 new shares;

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automatically increase on January 1st of each year for a period of five years commencing on January 1, 2025 and ending on (and including) January 1, 2029, the aggregate number of shares of Common Stock that may be issued pursuant to Awards (as defined in the 2022 Equity Incentive Plan) by an amount equal to 5% of the Fully Diluted Shares (as defined in the 2022 Equity Incentive Plan) as of the last day of the preceding calendar year, provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of Common Stock; and

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●	increase the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options (as defined in the 2022 Equity Incentive Plan) to 5,000,000 shares.

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A copy of the Amendment to the 2022 Equity Incentive Plan is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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