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Helius Medical Technologies, Inc. – ‘10-Q’ for 3/31/21 – ‘EX-10.7’

On:  Monday, 5/17/21, at 4:19pm ET   ·   For:  3/31/21   ·   Accession #:  1564590-21-28404   ·   File #:  1-38445

Previous ‘10-Q’:  ‘10-Q’ on 11/12/20 for 9/30/20   ·   Next:  ‘10-Q’ on 8/12/21 for 6/30/21   ·   Latest:  ‘10-Q’ on 5/13/24 for 3/31/24   ·   22 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/17/21  Helius Medical Technologies, Inc. 10-Q        3/31/21   57:7.5M                                   ActiveDisclosure/FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    492K 
 2: EX-10.7     Material Contract                                   HTML     27K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     23K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     23K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     20K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     20K 
13: R1          Document and Entity Information                     HTML     71K 
14: R2          Unaudited Condensed Consolidated Balance Sheets     HTML    107K 
15: R3          Unaudited Condensed Consolidated Balance Sheets     HTML     36K 
                (Parenthetical)                                                  
16: R4          Unaudited Condensed Consolidated Statements of      HTML    102K 
                Operations and Comprehensive Loss                                
17: R5          Unaudited Condensed Consolidated Statements of      HTML     72K 
                Stockholders' Equity                                             
18: R6          Unaudited Condensed Consolidated Statements of      HTML    100K 
                Cash Flows                                                       
19: R7          Description of Business                             HTML     31K 
20: R8          Summary of Significant Accounting Policies          HTML    236K 
21: R9          Common Stock and Warrants                           HTML    210K 
22: R10         Stock-Based Payments                                HTML    133K 
23: R11         Accrued Expenses                                    HTML     49K 
24: R12         Commitments and Contingencies                       HTML     60K 
25: R13         Related Party Transactions                          HTML     23K 
26: R14         Summary of Significant Accounting Policies          HTML    304K 
                (Policies)                                                       
27: R15         Summary of Significant Accounting Policies          HTML    197K 
                (Tables)                                                         
28: R16         Common Stock and Warrants (Tables)                  HTML    207K 
29: R17         Stock-Based Payments (Tables)                       HTML    136K 
30: R18         Accrued Expenses (Tables)                           HTML     48K 
31: R19         Commitments and Contingencies (Tables)              HTML     52K 
32: R20         Description of Business - Additional Information    HTML     40K 
                (Details)                                                        
33: R21         Summary of Significant Accounting Policies -        HTML    178K 
                Additional Information (Details)                                 
34: R22         Summary of Significant Accounting Policies -        HTML     31K 
                Schedule of Inventory (Details)                                  
35: R23         Summary of Significant Accounting Policies -        HTML     36K 
                Summary of Property and Equipment (Details)                      
36: R24         Summary of Significant Accounting Policies -        HTML     23K 
                Summary of Activity for Goodwill (Details)                       
37: R25         Summary of Significant Accounting Policies -        HTML     40K 
                Summary of Intangible Assets (Details)                           
38: R26         Summary of Significant Accounting Policies -        HTML     22K 
                Summary of Intangible Assets (Parenthetical)                     
                (Details)                                                        
39: R27         Summary of Significant Accounting Policies -        HTML     30K 
                Summary of Anticipated Amortization Expense                      
                (Details)                                                        
40: R28         Summary of Significant Accounting Policies -        HTML     33K 
                Summary of Basic and Diluted Loss per Share                      
                (Details)                                                        
41: R29         Common Stock and Warrants - Additional Information  HTML    153K 
                (Details)                                                        
42: R30         Common Stock and Warrants - Summary of Weighted     HTML     92K 
                Average Assumptions Used in Estimating Fair Value                
                of Warrants (Details)                                            
43: R31         Common Stock and Warrants - Summary of Warrants     HTML     25K 
                Accounted for as Liabilities and Recorded as                     
                Derivative Financial Instruments (Details)                       
44: R32         Common Stock and Warrants - Summary of Warrant      HTML     36K 
                Activity (Details)                                               
45: R33         Common Stock and Warrants - Warrants Outstanding    HTML     43K 
                and Exercisable (Details)                                        
46: R34         Stock-Based Payments - Additional Information       HTML     46K 
                (Details)                                                        
47: R35         Stock-Based Payments - Summary of Company's Stock   HTML     43K 
                Option Activity (Details)                                        
48: R36         Stock-Based Payments - Schedule of Fair Value of    HTML     33K 
                Employee and Director Stock Options Granted                      
                Estimated Using Black-Scholes Option Pricing Model               
                With Following Weighted Average Assumptions                      
                (Details)                                                        
49: R37         Stock-Based Payments - Summary of Company's         HTML     36K 
                Restricted Stock Award Activity (Details)                        
50: R38         Stock-Based Payments - Summary of Stock-Based       HTML     29K 
                Compensation Expense is Classified in Condensed                  
                Consolidated Statements of Operations and                        
                Comprehensive Loss (Details)                                     
51: R39         Accrued Expenses - Schedule of Accrued Expenses     HTML     37K 
                (Details)                                                        
52: R40         Commitments and Contingencies - Additional          HTML     74K 
                Information (Details)                                            
53: R41         Commitments and Contingencies - Schedule of Future  HTML     44K 
                Minimum Lease Payments Related to Non-cancellable                
                Operating Lease Commitments (Details)                            
54: R42         Related Party Transactions - Additional             HTML     22K 
                Information (Details)                                            
56: XML         IDEA XML File -- Filing Summary                      XML    101K 
55: EXCEL       IDEA Workbook of Financial Reports                  XLSX     81K 
 7: EX-101.INS  XBRL Instance -- hsdt-20210331                       XML   2.22M 
 9: EX-101.CAL  XBRL Calculations -- hsdt-20210331_cal               XML    141K 
10: EX-101.DEF  XBRL Definitions -- hsdt-20210331_def                XML    523K 
11: EX-101.LAB  XBRL Labels -- hsdt-20210331_lab                     XML   1.20M 
12: EX-101.PRE  XBRL Presentations -- hsdt-20210331_pre              XML    868K 
 8: EX-101.SCH  XBRL Schema -- hsdt-20210331                         XSD    149K 
57: ZIP         XBRL Zipped Folder -- 0001564590-21-028404-xbrl      Zip    161K 


‘EX-10.7’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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Exhibit 10.7

HELIUS MEDICAL TECHNOLOGIES, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Helius Medical Technologies, Inc. (the “Company”) (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service effective on April 1, 2021.

This policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.

Annual Cash Compensation

The annual cash compensation set forth below is payable in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins or resigns from the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service, and for new Board members, regular full quarterly payments thereafter.

1.Annual Board Service Retainer:

 

 

a.

All Eligible Directors (other than Chairman of the Board): $35,000

 

 

b.

Non-Executive Chairman of the Board: $68,000

 

2.Annual Committee Chair Service Retainer:

 

a.Chairman of the Audit Committee: $16,000

 

b.Chairman of the Compensation Committee: $10,000

 

c.Chairman of the Nominating & Corporate Governance Committee: $7,500

 

3.Annual Committee Member (other than Committee Chair) Service Retainer:

 

a.Member of the Audit Committee: $8,000

 

b.Member of the Compensation Committee: $5,000

 

c.Member of the Nominating & Corporate Governance Committee: $5,000

 

 


 

 

Equity Compensation

The equity compensation set forth below will be granted under the Company’s 2018 Omnibus Incentive Plan, as amended from time to time (as amended, the “Plan”). All stock options granted under this policy will be nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Class A Common Stock on the date of grant, and have a term of ten years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan).

1.       Annual Equity Award:

 

On the date of each annual stockholder meeting of the Company commencing with the 2021 annual stockholder meeting, each Eligible Director automatically, and without further action by the Board or Compensation Committee of the Board, will be granted an annual equity award with an approximate target value on the date of grant equal to $50,000 (the “Annual Equity Award”). 70% of the target value of the Annual Equity Award will be issued in the form of an Option (as defined in the Plan), which will vest as follows, subject to an Eligible Director’s Continuous Service (as defined in the Plan): 1/12th of the shares will vest monthly on the last day each month, so that all of the shares will be vested on the one-year anniversary of the date of grant. 30% of the target value of the Annual Equity Award will be issued in the form of a Restricted Stock Unit Award (as defined in the Plan), which will vest as follows, subject to an Eligible Director’s Continuous Service: 1/12th of the shares will vest monthly on the last day of each month , so that all of the shares will be vested on the one-year anniversary of the date of grant.

 

The number of Restricted Stock Units to be granted to each Eligible Director will be determined by dividing the target value by the 30-trading day average closing price of the Class A Common Stock on the Nasdaq Stock Market, ending on the trading day immediately preceding the grant date, rounded to the nearest whole share. The number of shares of Class A Common Stock underlying the Option to be granted to each Eligible Director will be calculated in accordance with the Black-Scholes option pricing model utilizing the 30-trading day average closing price of the Class A Common Stock on the Nasdaq Stock Market, ending on the trading day immediately preceding the grant date, rounded to the nearest whole share.

 

2.       Initial Equity Award:

 

From and after the 2021 annual stockholder meeting, if an individual first becomes an Eligible Director other than on the date of an annual stockholder meeting of the Company, each such Eligible Director automatically, and without further action by the Board or Compensation Committee of the Board, if any, will be granted, on the date that he or she is first elected or appointed to the Board (or, if such date is not a market trading day, the first market trading day thereafter), an initial annual equity award with an aggregate target value equal to the pro rated target value of the Annual Equity Award to reflect a reduction for each month prior to the date of grant that has elapsed since the preceding annual stockholder meeting of the Company, which will include Options and Restricted Stock Units calculated in the same manner as the Annual Equity Award.

 

Expenses

The Company will reimburse Eligible Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and/or Committee meetings; provided, that Eligible Directors timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.

2

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/17/218-K
4/1/214,  8-K
For Period end:3/31/21
 List all Filings 


15 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/26/24  Helius Medical Technologies, Inc. S-1/A                  9:1.1M                                   Toppan Merrill/FA
 4/15/24  Helius Medical Technologies, Inc. S-1                    3:520K                                   Toppan Merrill/FA
 3/28/24  Helius Medical Technologies, Inc. 10-K       12/31/23   79:8.1M                                   Toppan Merrill Bridge/FA
 3/09/23  Helius Medical Technologies, Inc. 10-K       12/31/22   76:7.8M                                   Toppan Merrill Bridge/FA
 8/04/22  Helius Medical Technologies, Inc. S-1/A                  4:624K                                   Toppan Merrill/FA
 7/27/22  Helius Medical Technologies, Inc. S-1/A                  9:1.1M                                   Toppan Merrill/FA
 7/13/22  Helius Medical Technologies, Inc. S-1         7/12/22    3:446K                                   Toppan Merrill/FA
 3/14/22  Helius Medical Technologies, Inc. 10-K       12/31/21   65:12M                                    ActiveDisclosure/FA
11/10/21  Helius Medical Technologies, Inc. 424B5                  1:484K                                   Donnelley … Solutions/FA
11/09/21  Helius Medical Technologies, Inc. 424B5                  1:486K                                   Donnelley … Solutions/FA
 9/15/21  Helius Medical Technologies, Inc. 424B3                  1:231K                                   Donnelley … Solutions/FA
 9/03/21  Helius Medical Technologies, Inc. S-1                    5:483K                                   Donnelley … Solutions/FA
 8/12/21  Helius Medical Technologies, Inc. 10-Q        6/30/21   59:9.4M                                   ActiveDisclosure/FA
 7/07/21  Helius Medical Technologies, Inc. S-8         7/07/21    5:268K                                   Donnelley … Solutions/FA
 6/01/21  Helius Medical Technologies, Inc. S-8         6/01/21    3:70K                                    Donnelley … Solutions/FA


7 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/07/21  Helius Medical Technologies, Inc. 8-K:5,9     4/01/21    3:159K                                   ActiveDisclosure/FA
 3/10/21  Helius Medical Technologies, Inc. 10-K       12/31/20   75:11M                                    ActiveDisclosure/FA
 2/01/21  Helius Medical Technologies, Inc. 8-K:1,3,8,9 1/28/21    5:522K                                   ActiveDisclosure/FA
 1/20/21  Helius Medical Technologies, Inc. S-1/A                 81:14M                                    Donnelley … Solutions/FA
12/31/20  Helius Medical Technologies, Inc. 8-K:3,5,8,912/31/20    3:73K                                    ActiveDisclosure/FA
10/30/18  Helius Medical Technologies, Inc. 8-K:5,9    10/24/18    2:50K                                    Donnelley … Solutions/FA
 8/09/18  Helius Medical Technologies, Inc. 10-Q        6/30/18   65:11M                                    ActiveDisclosure/FA
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Filing Submission 0001564590-21-028404   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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