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   Helius Medical Technologies, Inc. - SEC Correspondence - Filed by newsfilecorp.com

Helius Medical Technologies, Inc.
41 University Drive, Suite
400
Newtown, PA 18940

April 15, 2015

Via EDGAR Transmission

Amanda Ravitz
Assistant Director
Division of
Corporation Finance
U.S. Securities and Exchange Commission
100 F
Street, N.E.
Washington, DC 20549

    Re:
    Helius Medical Technologies,
      Inc.

    Registration Statement on Form
      10-12G

    Filed April 15, 2015

Dear Ms. Ravitz:

On February 6, 2015, Helius Medical Technologies, Inc. (the  “Company”) filed a registration statement on Form 10-12G (the “Initial  Registration Statement”) to voluntarily register the Company’s Class A common  stock, without par value (“Common Stock”), under Section 12(g) of the  Securities Exchange Act of 1934 (the “Exchange Act”). On March 5, 2015, the Company received  comments (the “Staff Comments”) on the Initial Registration Statement from the  staff of the Securities and Exchange Commission. On April 6, 2015, the Company filed a Form RW  to withdraw the Initial Registration Statement.

 Simultaneously with the submission of this letter, the  Company is filing a new registration statement on Form 10-12G (the  “Registration Statement”) to voluntarily register the Common Stock under  Section 12(g) of the Exchange Act. Set  forth below are the Staff Comments and the Company’s responses to the Staff  Comments.

    1.

      Please note that this filing will become effective
      automatically 60 days after the date you initially filed it. If this
      filing was made voluntarily, you should consider withdrawing it prior to
      the effective date if comments remain outstanding. You could then refile
      when you are prepared to resolve the comments. Please tell us whether you
      intend to file a request for withdrawal before the automatic effectiveness
      date of this registration statement if comments remain
  outstanding.

Response:

The Company has withdrawn the Initial Registration  Statement.

Amanda Ravitz

  Division of Corporation Finance
U.S.
Securities and Exchange Commission

April 15, 2015
Page 2

Government Regulation, page 17

    2.

      We note your disclosure on page 19 that your overall goal
      for submission of the de novo application and FDA clearance is 18
      months from December 2014. Please revise to your disclosure to clarify
      whether you have submitted your application or what steps you need to take
      in order to submit that application.

Response:

The Company has revised its disclosure
in response to the staff’s comment. Please see page 19 of the Registration Statement.

Employees, page 23

    3.

      Please reconcile your disclosure here that you have three
      full-time employees with your disclosure in the first full risk factor on
      page 33 which indicates that you only have two employees serving on a
      full-time basis.

Response:

The Company advises the staff that it
has three full-time employees, including two full-time officers and one
full-time employee who is not an officer. The risk factor on page 33 refers to the two full-time officers,
while the disclosure on page 23 refers to all three full-time employees (including the two full-time
officers).

Our independent registered public accounting . . ., page
25

    4.

      Please clarify the reference to “the expected proceeds
      from this offering.”

Response:

Amanda Ravitz
Division of Corporation Finance
U.S.
Securities and Exchange Commission

April 15, 2015
Page 3

The Company has removed the reference
to “the expected proceeds from this offering.” Please see page 25 of the
Registration Statement.

Any future sales of our equity securities, page 41

    5.

      Please indicate how many shares of common stock are
      issuable under your outstanding warrants.

Response:

The Company has revised the disclosure
in response to the staff’s comment. Please see page 41 of the
Registration Statement.

Item 11. Description of Registrant’s Securities to be
Registered, page 61

    6.

      We note from your disclosure in footnote 5 on page 89
      that you also have 28,863,048 shares of common stock held in escrow and
      that all of the common stock in escrow will be released at a rate of 15%
      every six months. Please also disclose the shares held in escrow in this
      section and how and when the escrowed shares were issued and the
      arrangements governing the release of those shares from escrow. Please
      also make sure that your disclosure under Item 10 addresses the issuances
      of those securities.

Response:

The Company has revised the disclosure
in response to the staff’s comment. Please see pages 51, 62 and 63 of the
Registration Statement.

    7.

      In light of the consulting agreements referenced on page
      58, please clarify how you determined that Messrs. Danilov and Tyler are
      “independent.”

Response:

The Company has revised the disclosure to clarify the Messrs. Danilov and Tyler are not independent.  Please see page 59 of the  Registration Statement.

Amanda Ravitz

  Division of Corporation Finance
U.S.
Securities and Exchange Commission

April 15, 2015
Page 4

We hereby acknowledge that:

  the Company is responsible for the adequacy and accuracy of the disclosure
  in the filing;

  staff comments or changes to disclosure in response to staff comments do
  not foreclose the Commission from taking any action with respect to the
  filing; and

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

    Sincerely,

    /s/
      Philippe Deschamps

    Philippe Deschamps

    Chief Executive Officer