SecProbe.io

Mail Stop 3030
May 31, 2016

Philippe Deschampes
President and Chief Executive Officer
Helius Medical Technologies, Inc.
Suite 400, 41 University Drive
Newtown, Pennsylvania 18940

Re:  Helius Medical Technologies, Inc.
  Registration Statement on Form S-1
Filed  May 4, 2016
  File No.  333-211129

Dear Mr. Deschampes :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understa nd your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, ple ase tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Use of Proceeds, page 34

1. We note that you intend to use the proceeds from warrant exercises for various
enumerat ed purposes.  Please disclose whether the proceeds are expected to be sufficient
to complete clinical trials and/or other enumerated uses necessary to reach
commercialization of your products.  If they are not  expected  to be sufficient , please
prioritize the enumerated uses and discuss how much additional capital you will need to
complete those steps toward commercial readiness.

Principal Stockholders, page 85

2. It appears that Messers Deschampes and Sackier ma y have beneficial ownership of the
shares held by MPJ Healthcare, LLC.  Revise the table accordingly or advise.

Philippe Deschampes
Helius Medical Technologies, Inc.
May 31, 2016
Page 2

 3. Refer to footnote (11).  Clarify whether you know the identities of the natural persons
who have control over the A&B entities.

Exhibit 5.1

4. We note that counsel limits its opinion to the laws of the State of Wyoming, but that the
warrants are governed by the laws of British Columbia .  Please file an opinion of counsel
that the warrants are binding obligations under the laws of British Columbia.

We urge all persons who are r esponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possess ion of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registrat ion statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wi th respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in t he filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the  requested effective date of the
registration statement.

Philippe Deschampes
Helius Medical Technologies, Inc.
May 31, 2016
Page 3

 You may contact me at 202-551-3528  with any questions.

Sincerely,

 /s/ Amanda Ravitz

Assistant Director
Office of Electronics and Machinery