Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
HELIUS MEDICAL TECHNOLOGIES, INC. (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
42328V876 (CUSIP Number) |
Daniel W. Morehead c/o Pantera Capital Management LP, 600 Montgomery St, 45th Floor San Francisco, CA, 94111 650-854-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 42328V876 |
| 1 |
Name of reporting person
Morehead Daniel Wayne | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,897,319.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.67 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Based upon 40,295,612 shares of Common Stock issued and outstanding as of September 24, 2025
SCHEDULE 13D
|
| CUSIP No. | 42328V876 |
| 1 |
Name of reporting person
Pantera Capital Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,887,319.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, HC |
Comment for Type of Reporting Person:
Based upon 40,295,612 shares of Common Stock issued and outstanding as of September 24, 2025
SCHEDULE 13D
|
| CUSIP No. | 42328V876 |
| 1 |
Name of reporting person
Pantera Blockchain Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,160,680.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.84 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC |
Comment for Type of Reporting Person:
Based upon 40,295,612 shares of Common Stock issued and outstanding as of September 24, 2025
SCHEDULE 13D
|
| CUSIP No. | 42328V876 |
| 1 |
Name of reporting person
Pantera DAT Opportunities Master Fund SP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
581,311.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.44 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC |
Comment for Type of Reporting Person:
Based upon 40,295,612 shares of Common Stock issued and outstanding as of September 24, 2025
SCHEDULE 13D
|
| CUSIP No. | 42328V876 |
| 1 |
Name of reporting person
Pantera Liquid Token Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
145,328.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC |
Comment for Type of Reporting Person:
Based upon 40,295,612 shares of Common Stock issued and outstanding as of September 24, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
HELIUS MEDICAL TECHNOLOGIES, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
642 Newtown Yardley Road, Suite 100, Newtown,
PENNSYLVANIA
, 18940. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed by Pantera Capital Partners LP ("Pantera"), Pantera Blockchain Fund LP ("Blockchain Fund"), Pantera DAT Opportunities Master Fund SP ("DAT Opportunities Fund"), Pantera Liquid Token Fund LP ("Liquid Token Fund" and, together with Blockchain Fund and DAT Opportunities Fund, the "Funds"), and Daniel W. Morehead, Founder and Managing Partner of Pantera. The Funds are under management by Pantera. Pantera serves as investment advisor to the Funds and has control and discretion over the shares held by the Funds. The term "Reporting Persons" hereinafter refers to Pantera, Blockchain Fund, DAT Opportunities Fund, Liquid Token Fund, and Mr. Morehead, collectively. Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. |
| (b) | The principal business office of the Reporting Persons is c/o Pantera Capital Management LP at 600 Montgomery St, 45th Floor, San Francisco, CA, 94111. |
| (c) | The principal occupation of Mr. Morehead is to serve as the Founder and Managing Partner of Pantera. The remaining Reporting Persons are principally engaged in the business of investment management or making, purchasing, selling and holding investments. |
| (d) |
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial administrative body of competent jurisdiction or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Morehead is a citizen of the United States. Pantera is organized under the laws of Delaware. Blockchain Fund and Liquid Token Fund are organized under the laws of Delaware. DAT Opportunities Fund is organized under the laws of the Cayman Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The restricted shares of Class A Common Stock, par value $0.001 per share, of the Issuer (the "Common Stock") reported as being beneficially owned by the Reporting Persons were acquired pursuant to those certain Subscription Agreement, dated as of September 15, 2025 (the "Subscription Agreement"), by and between the Issuer and each of the Funds (the "Transaction"). The transactions contemplated by the Subscription Agreement consummated on September 18, 2025 (the "Closing"). Pursuant to the terms of the Subscription Agreement, at the Closing, the Funds acquired an aggregate of 3,887,319 shares of Common Stock and a pre-funded warrant to purchase 13,552,006 shares of Common Stock, for an aggregate purchase price of approximately $119,986,443.32 (the "Acquired Securities"). The source of funds required for the acquisition of the Acquired Securities by the Funds is the personal funds available to the Funds. The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text of the Subscription Agreement that is attached hereto as Exhibit 1 and is incorporated by reference herein. Mr. Morehead also purchased on the open market, in his individual capacity, 10,000 shares of Common Stock on September 23, 2025, for an aggregate purchase price of approximately $166,218 (the "Morehead Securities" and such purchase, the "Morehead Purchase"). The source of funds required for the acquisition of the Morehead Securities by the Mr. Morehead is the personal funds available to Mr. Morehead. | |
| Item 4. | Purpose of Transaction |
The information set forth or incorporated in Item 3 and Item 6 is hereby incorporated by reference in its entirety into this Item 4. The Funds acquired the Acquired Shares as part of the Transaction described in Item 3 above. Mr. Morehead acquired the Morehead Securities in his individual capacity as part of the Morehead Purchase described in Item 3 above. The aggregate gross proceeds from the Transaction described in Item 3 were over $500 million. The net proceeds from the Transaction are intended to be used by the Issuer to purchase SOL, the native cryptocurrency of the Solana blockchain, and for working capital and general corporate purposes. Other than as described in this Item 4, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of this Schedule 13D, but depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect their investment in the Issuer at any time. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | On the date of this Schedule 13D, Pantera, as investment manager of the Funds, and Mr. Morehead, as the Founder, Managing Partner and control person of Pantera, may be deemed to indirectly beneficially own, and have sole voting and dispositive power over, an aggregate of 3,897,319 shares of Common Stock, which is approximately 9.67% of the Common Stock issued and outstanding, comprising of: (1) 3,160,680 shares of Common Stock directly held by BlockChain Fund (or 7.84% of the Common Stock issued and outstanding); (2) 581,311 shares of Common Stock directly held by DAT Opportunities Fund (or 1.44% of the Common Stock issued and outstanding); (3) 145,328 shares of Common Stock directly held by Liquid Token Fund (or 0.36% of the Common Stock issued and outstanding); and (4) 10,000 shares of Common Stock directly held by Mr. Morehead (or 0.02% of the Common Stock issued and outstanding). The calculation of the percentage of Common Shares beneficially owned by Mr. Morehead and Pantera are based on the 40,295,612 Common Shares issued and outstanding as of September 24, 2025, as confirmed by the Issuer's transfer agent on such date. |
| (b) | The information contained on the cover pages to this Schedule 13D is incorporated by reference into this Item 5(b). |
| (c) | Except the information set forth in this Schedule 13D, no transactions in any of the Common Stock have been effected by the Reporting Persons during the past sixty days. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth or incorporated in Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety into this Item 6. The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text of the Subscription Agreement that is attached hereto as Exhibit 1 and is incorporated by reference herein. | |
| Item 7. | Material to be Filed as Exhibits. |
1 Form of Subscription Agreement, dated as of September 15, 2025, by and among Helius Medical Technologies, Inc. and certain investors party thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on September 15, 2025). 2. Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on September 15, 2025). 3. Joint Filing Agreement, dated September 25, 2025, by and among the Reporting Persons.* * Filed herewith. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|