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   Helius Medical Technologies, Inc. CORRESP - Filed by newsfilecorp.com

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

May 4, 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

    File No. 000-55364

Dear Ms. Ravitz:

We hereby submit the responses of Helius Medical Technologies,
Inc. (the “Company”), to the comments of the staff of the Securities and
Exchange Commission (the “Commission”) set forth in the staff’s letter, dated
April 28, 2015, providing the staff’s comments with respect to the
above-referenced Registration Statement on Form 10-12G (the “Registration
Statement”).

Simultaneously with the submission of this letter, the Company
is also filing Amendment No. 1 to the Registration Statement (the “Amended
Registration Statement”), which reflects changes in response to the staff’s
comments.

For the convenience of the staff, each of the staff’s comments
is included and is followed by the corresponding response of the Company.

Employees, page 23

    1.

      We have reviewed your response to prior comment 3. We
      continue to note, however, that your first full risk factor on page 33
      discloses that you have two officers who serve on a full- time basis but
      that “[a]ll other officers and employees only provide services to [you] on
      a part-time, limited basis.” Please revise your risk factor disclosure and
      your disclosure in this section so that they
reconcile.

Response:

The Company has revised the disclosure
in response to the staff’s comment. Please see pages 23 and 33 of the
Amended Registration Statement.

Item 2. Financial Information, page 42

    2.

      Given your disclosure on the cover page of your Form 10
      that you are not a smaller reporting company, please provide the
      disclosures required by Regulation S-K Item
303(a)(5).

Response:

The Company advises the staff that it
does not have any of the obligations required to be disclosed by Item 303(a)(5)
of Regulation S-K. Please see page 48 of the Amended Registration Statement

Fiscal Quarter Ended December 31,
2014 Compared to Fiscal Quarter Ended December 31, 2013, page 43

    3.

      We note the variances in your net losses for the periods
      presented. Under a separate caption, please expand your disclosure to
      clearly explain to investors the reasons for the variances in your net
      losses for the periods presented. Also disclose any known material trends
      affecting your net losses for the periods presented. Refer to Item 303(b)
      of Regulation S-K.

Response:

The Company has revised the disclosure
in response to the staff’s comment. Please see pages 43 and 44 of the Amended
Registration Statement.

Item 7. Certain Relationships, page 58

    4.

      Given your disclosure on the cover page of your Form 10
      that you are not a smaller reporting company, please tell us how your
      reference to “one percent of the average of our total assets” in the first
      paragraph complies with Regulation S-K Item 404(a) or revise
      accordingly.

Response:

The Company has revised the disclosure
in response to the staff’s comment. Please see page 58 of the Amended
Registration Statement.

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