SecProbe.io

CORRESP
 1
 filename1.htm

 June 3, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Helius Medical Technologies, Inc.

 Registration Statement on Form S-1

 File No. 333-287572

 Ladies and Gentlemen:

 Maxim Group LLC ("Maxim"),
as placement agent, hereby respectfully requests the withdrawal of its acceleration request letter filed as correspondence via EDGAR transmission
on May 28, 2025, which requested that the Registration Statement on Form S-1 (File No. 333-287572) (the "Registration Statement")
be declared effective on Thursday, May 29, 2025 at 5:00 PM, Eastern Time, or as soon as reasonably practicable thereafter. Maxim is no
longer requesting that such Registration Statement be declared effective at this specific date and time and Maxim hereby formally withdraws
its request for acceleration of the effective date as stated above.

 Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim as placement agent, hereby concurs
in the request of Helius Medical Technologies, Inc. that the effective date of the above-referenced Registration Statement be accelerated
to 5:00 PM, Eastern Time, on Wednesday, June 4, 2025, or as soon thereafter as may be practicable.

 Maxim affirms that it is aware
of its obligations under the Securities Act in connection with this offering.

 Very truly yours,

 Maxim Group LLC

 By:
 /s/ Ritesh
 Veera

 Name: Ritesh Veera
Title: Co-Head of Investment Banking

CORRESP
 1
 filename1.htm

 June 2, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

 Washington, D.C. 20549

 Attention: Nick O'Leary

 Re: Helius Medical Technologies, Inc.

 Registration Statement on Form S-1

 File No. 333-287572

 Acceleration Request

 Requested Date:
 June 4, 2025

 Requested Time:
 5:00 P.M. Eastern Time

 Ladies and Gentlemen:

 Helius Medical Technologies,
Inc. (the " Company ") hereby respectfully requests the withdrawal of its acceleration request letter filed as correspondence
via EDGAR transmission on May 28, 2025, which requested that the Registration Statement on Form S-1 (File No. 333-287572) (the " Registration
Statement ") be declared effective on Thursday, May 29, 2025 at 5:00 p.m., eastern time, or as soon as reasonably practicable
thereafter. The Company is no longer requesting that such Registration Statement be declared effective at this specific date and time
and the Company hereby formally withdraws its request for acceleration of the effective date as stated above.

 Furthermore, in accordance
with Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the above-referenced Registration
Statement be declared effective at the "Requested Date" and "Requested Time" set forth above, or as soon as practicable
thereafter, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of
Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes N. Danny Shulman of Honigman LLP, counsel
to the Company, to make such request on its behalf.

 Please confirm the effectiveness
of the Registration Statement with N. Danny Shulman of Honigman LLP by telephone at (202)899-4137.

 [Signature page follows]

 ****

 Sincerely,

 Helius Medical Technologies,
 Inc.

 /s/
 Dane C. Andreeff

 Dane C. Andreeff

 President and Chief Executive
 Officer

 cc: Phillip D. Torrence, Honigman LLP

 N. Danny Shulman, Honigman LLP

CORRESP
 1
 filename1.htm

 May 28, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: 
 Helius Medical Technologies, Inc.

 Registration Statement on Form S-1

 File No. 333-287572

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General
Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group
LLC ("Maxim"), as placement agent, hereby concurs in the request of Helius Medical Technologies, Inc. that the
effective date of the above-referenced Registration Statement be accelerated to 5:00 PM, Eastern Time, on Thursday, May 29,
2025, or as soon thereafter as may be practicable.

 Maxim affirms that it is aware
of its obligations under the Securities Act in connection with this offering.

 Very truly yours,

 Maxim Group LLC

 By:
 /s/
Ritesh Veera

 Name: Ritesh Veera

 Title: Co-Head of Investment Banking

CORRESP
 1
 filename1.htm

 May 28, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

 Washington, D.C. 20549

 Attention: Jessica Ansart

 Re:
 Helius Medical
 Technologies, Inc.

 Registration Statement on Form S-1

 File No. 333-287572

 Acceleration Request

 Requested Date:
 May 29, 2025

 Requested Time:
 5:00 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Helius Medical Technologies, Inc. (the "Company" ) hereby respectfully
requests that the above-referenced Registration Statement on Form S-1 (File No. 333-287572) (the "Registration Statement" )
be declared effective at the "Requested Date" and "Requested Time" set forth above, or as soon as practicable
thereafter, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of
Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes N. Danny Shulman of Honigman LLP, counsel
to the Company, to make such request on its behalf.

 Please confirm the effectiveness
of the Registration Statement with N. Danny Shulman of Honigman LLP by telephone at (202)899-4137.

 [Signature page follows]

 ****

 Sincerely,

 Helius Medical Technologies, Inc.

 /s/ Dane C. Andreeff

 Dane C. Andreeff

 President and Chief Executive Officer

 cc:
 Phillip D. Torrence, Honigman LLP

 N. Danny Shulman, Honigman LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2025

Dane C. Andreeff
President and Chief Executive Officer
Helius Medical Technologies, Inc.
642 Newtown Yardley Road, Suite 100
Newtown, Pennsylvania 18940

 Re: Helius Medical Technologies, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 15, 2025
 CIK No. 0001610853
Dear Dane C. Andreeff:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Conlon Danberg at 202-551-4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Emily Johns, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Helius Medical Technologies, Inc.

 642 Newtown Yardley Road, Suite 100

 Newtown, PA 1894

 March 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

 Washington, D.C. 20549

 Attention: Margaret Sawicki

 Re:        Helius
Medical Technologies, Inc.

 Registration Statement on Form S-3 Filed January
31, 2025

 File No. 333-284633

 Acceleration Request

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Helius Medical Technologies, Inc. (the " Company ") hereby respectfully requests
that the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-284633) (as amended, the " Registration
Statement ") be accelerated by the U.S. Securities and Exchange Commission (the " Commission ") to 4:30 p.m.
Eastern Time on March 27, 2025 or as soon as practicable thereafter, or at such later time as the Company or its counsel may orally
request via telephone call to the staff of the Division of Corporation Finance of the Commission. The Company hereby authorizes each of
Emily J. Johns and Garrett Packer of Honigman LLP, counsel to the Company, to make such request on its behalf.

 Please confirm the effectiveness
of the Registration Statement with Emily J. Johns of Honigman LLP by telephone at (616) 649-1908 or Garrett Packer of Honigman LLP by
telephone at (313) 465-8090 and that such effectiveness also be confirmed in writing.

 [Signature page follows]

 ****

 Sincerely,

 Helius Medical Technologies, Inc.

 /s/ Jeffrey S. Mathiesen

 Jeffrey S. Mathiesen

 Chief Financial Officer, Treasurer and Secretary

 cc:           Emily
J. Johns, Honigman LLP

 Garrett Packer, Honigman LLP

February 5, 2025
Dane C. Andreeff
President, Chief Executive Officer and Director
HELIUS MEDICAL TECHNOLOGIES, INC.
642 Newtown Yardley Road, Suite 100
Newtown, Pennsylvania 18940
Re:HELIUS MEDICAL TECHNOLOGIES, INC.
Registration Statement on Form S-3
Filed January 31, 2025
File No. 333-284633
Dear Dane C. Andreeff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Emily Johns, Esq.

CORRESP
1
filename1.htm

May 3, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attention: Benjamin Richie

Re:          Helius
Medical Technologies, Inc.

Registration Statement on Form S-1

File No. 333-278698

Acceleration Request

Requested Date:          May 6,
2024

Requested Time:         5:00
P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Helius Medical Technologies, Inc. (the “Company”) hereby respectfully
requests that the above-referenced Registration Statement on Form S-1 (File No. 333-278698) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon as practicable
thereafter, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of
Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes Emily Johns of Honigman LLP, counsel to the
Company, to make such request on its behalf.

Please confirm the effectiveness
of the Registration Statement with Emily Johns of Honigman LLP by telephone at (616) 649-1908.

[Signature page follows]

****

    Sincerely,

    Helius Medical Technologies, Inc.

    /s/ Dane C. Andreeff

    Dane C. Andreeff

    President and Chief Executive Officer

cc:	     Emily
Johns, Honigman LLP

CORRESP
1
filename1.htm

May 2, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

    Re:
    Helius Medical Technologies, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-278698

    Withdrawal of Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter
filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on May 1, 2024 (the “Acceleration Request”),
in which we requested the acceleration of the effective date of the above-referenced Registration Statement on Form S-1, as amended
(File No. 333-278698) (the “Registration Statement”) for 4:05 p.m., Eastern Time, on May 2, 2024, or as soon
thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting
that such Registration Statement be declared effective at such date and time and we hereby formally withdraw our request for acceleration
of the effective date.

Please direct any questions with respect to the
withdrawal of the Acceleration Request of the Registration Statement to Emily Johns of Honigman LLP, counsel to the Company, by telephone
at (616) 649-1908 or, in her absence, Lauren Legner of Honigman LLP by telephone at (313) 465-7119.

[Signature page follows]

****

    Sincerely,

    Helius Medical Technologies, Inc.

    By:
    /s/ Dane C. Andreeff                     

    Dane C. Andreeff

    President and Chief Executive Officer

    cc:
    Emily Johns, Honigman LLP

    Lauren Legner, Honigman LLP

CORRESP
1
filename1.htm

May 1, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attention: Benjamin Richie

    Re:
    Helius Medical Technologies, Inc.

    Registration Statement on Form S-1

    File No. 333-278698

    Acceleration Request

    Requested Date:
    May 2, 2024

    Requested Time:
    4:05 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Helius Medical Technologies, Inc. (the “Company”) hereby respectfully
requests that the above-referenced Registration Statement on Form S-1 (File No. 333-278698) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon as practicable
thereafter, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of
Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes Emily Johns of Honigman LLP, counsel to the
Company, to make such request on its behalf.

Please confirm the effectiveness
of the Registration Statement with Emily Johns of Honigman LLP by telephone at (616) 649-1908.

[Signature page follows]

****

    Sincerely,

    Helius Medical Technologies, Inc.

    /s/ Dane C. Andreeff

    Dane C. Andreeff

    President and Chief Executive Officer

    cc:
    Emily Johns, Honigman LLP

United States securities and exchange commission logo
April 23, 2024
Dane C. Andreeff
Chief Executive Officer
Helius Medical Technologies, Inc.
642 Newtown Yardley Road, Suite 100
Newtown, Pennsylvania 18940
Re:Helius Medical Technologies, Inc.
Registration Statement on Form S-1
Filed April 15, 2024
File No. 333-278698
Dear Dane C. Andreeff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Emily Johns

CORRESP
1
filename1.htm

    May 25, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, NE

    Washington, D.C. 20549

    Attention:          Jessica Ansart

    Re:        Helius Medical Technologies, Inc.

    Registration Statement on Form S-3

    File No. 333-270433

    Acceleration Request

    Requested Date:          May 26, 2023

    Requested Time:          4:00 P.M. Eastern Time

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Helius Medical Technologies, Inc. (the “Company”) hereby respectfully requests that the
      above-referenced Registration Statement on Form S-3 (File No. 333-270433) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon as
      practicable thereafter, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes each of
      Emily Johns and Garrett Packer of Honigman LLP, counsel to the Company, to make such request on its behalf.

    Please confirm the effectiveness of the Registration Statement with Emily Johns of Honigman LLP by telephone at (616) 649-1908 or Garrett Packer of Honigman LLP by telephone at (313) 465-8090.

    [Signature page follows]

    ****

              Sincerely,

              Helius Medical Technologies, Inc.

              /s/ Dane C. Andreeff

              Dane C. Andreeff

              President and Chief Executive Officer

              cc:

              Emily Johns, Honigman LLP

              Garrett Packer, Honigman LLP

United States securities and exchange commission logo
March 20, 2023
Jeffrey Mathiesen
Chief Financial Officer
HELIUS MEDICAL TECHNOLOGIES, INC.
642 Newton Yardley Road, Suite 100
Newton, Pennsylvania 18940
Re:HELIUS MEDICAL TECHNOLOGIES, INC.
Registration Statement on Form S-3
Filed March 10, 2023
File No. 333-270433
Dear Jeffrey Mathiesen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Emily J. Johns

CORRESP
1
filename1.htm

July 29, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attention:               Christine Westbrook

Re:          Helius
Medical Technologies, Inc.

Registration Statement on Form S-1

File No. 333-266107

Acceleration Request

Requested Date:                  August 2,
2022

Requested Time:                 5:00 P.M.
Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Helius Medical Technologies, Inc. (the “Company”) hereby respectfully
requests that the above-referenced Registration Statement on Form S-1 (File No. 333-266107) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon as practicable
thereafter, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of
Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes each of Emily Johns and Garrett Packer of
Honigman LLP, counsel to the Company, to make such request on its behalf.

Please confirm the effectiveness
of the Registration Statement with Emily Johns of Honigman LLP by telephone at (616) 649-1908 or Garrett Packer of Honigman LLP by telephone
at (313) 465-8090.

[Signature page follows]

****

    Sincerely,

    Helius Medical Technologies, Inc.

    /s/ Dane C. Andreeff

    Dane C. Andreeff

    President and Chief Executive Officer

cc:            Emily
Johns, Honigman LLP

Garrett Packer, Honigman LLP

United States securities and exchange commission logo
July 15, 2022
Dane C. Andreeff
Chief Executive Officer
HELIUS MEDICAL TECHNOLOGIES, INC.
642 Newtown Yardley Road, Suite 100
Newtown, PA 18940
Re:HELIUS MEDICAL TECHNOLOGIES, INC.
Registration Statement on Form S-1
Filed July 13, 2022
File No. 333-266107
Dear Mr. Andreeff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Emily Johns, Esq.

CORRESP
1
filename1.htm

CORRESP

 September 10, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

Washington, D.C. 20549

Attention:
 Michael Davis

Re:
 Helius Medical Technologies, Inc.

Registration Statement on Form S-1

File No. 333-259334

Acceleration Request

Requested Date:

September 14, 2021

Requested Time:

4:30 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Helius Medical Technologies, Inc. (the “Company”) hereby
respectfully requests that the above-referenced Registration Statement on Form S-1 (File No. 333-259334) (the “Registration Statement”) be declared
effective at the “Requested Date” and “Requested Time” set forth above, or as soon as practicable thereafter, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division
of Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes each of Meredith Ervine and Emily Johns of Honigman LLP, counsel to the Company, to make such request on its behalf.

Please confirm the effectiveness of the Registration Statement with Meredith Ervine of Honigman LLP by telephone at (616) 649-1942 or Emily Johns of Honigman LLP by telephone at (616) 649-1908.

[Signature page follows]

****

Sincerely,

HELIUS MEDICAL TECHNOLOGIES, INC.

/s/ Dane C. Andreeff

Dane C. Andreeff

President and Chief Executive Officer

cc:
 Meredith Ervine, Honigman LLP

 Emily Johns, Honigman LLP

United States securities and exchange commission logo
September 10, 2021
Dane Andreeff
President and Chief Executive Officer
HELIUS MEDICAL TECHNOLOGIES, INC.
642 Newtown Yardley Road, Suite 100
Newtown, Pennsylvania 18940
Re:HELIUS MEDICAL TECHNOLOGIES, INC.
Registration Statement on Form S-1
Filed September 3, 2021
File No. 333-259334
Dear Dane Andreeff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Phillip D. Torrence

CORRESP
1
filename1.htm

CORRESP

 January 26, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

Washington, D.C. 20549

Attention:

Alan Campbell

Re:
 Helius Medical Technologies, Inc.

Registration Statement on Form S-1

File No. 333-251804

Acceleration Request

Requested Date:

January 27, 2021

Requested Time:

5:30 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Helius Medical Technologies, Inc. (the “Company”) hereby
respectfully requests that the above-referenced Registration Statement on Form S-1 (File No. 333-251804) (the “Registration Statement”) be declared
effective at the “Requested Date” and “Requested Time” set forth above, or as soon as practicable thereafter, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division
of Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes each of Meredith Ervine and Emily Johns of Honigman LLP, counsel to the Company, to make such request on its behalf.

Please confirm the effectiveness of the Registration Statement with Meredith Ervine of Honigman LLP by telephone at (616) 649-1942 or Emily Johns of Honigman LLP by telephone at (616) 649-1908.

[Signature page follows]

****

 Sincerely,

 HELIUS MEDICAL TECHNOLOGIES,
INC.

 /s/ Dane C. Andreeff

 Dane C. Andreeff

 Interim President and Chief Executive Officer

cc:
 Meredith Ervine, Honigman LLP

Emily Johns, Honigman LLP

CORRESP
1
filename1.htm

CORRESP

 LADENBURG THALMANN & CO. INC.

277 Park Avenue, 26th Floor

New York, New York 10172

 January 26, 2021

 VIA FACSIMILE AND EDGAR

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

Washington, DC 20549

Re:
 HELIUS MEDICAL TECHNOLOGIES, INC.

Registration Statement on Form S-1 (Registration
No. 333-251804)

 Concurrence in Acceleration Request

Ladies and Gentlemen:

 Ladenburg
Thalmann & Co. Inc. (“Ladenburg”), as representative of the underwriters for the referenced offering, hereby concurs in the request by Helius Medical Technologies, Inc. that the effective date of the above-referenced
registration statement be accelerated to 5:30 p.m. (Eastern Time), or as soon as practicable thereafter, on January 27, 2021, pursuant to Rule 461 under the Securities Act. Ladenburg affirms that it is aware of its obligations under the Securities
Act in connection with this offering.

Very truly yours,

LADENBURG THALMANN & CO. INC.

By:

 /s/ Nicholas Stergis

Name: Nicholas Stergis

Title: Managing Director

United States securities and exchange commission logo
January 5, 2021
Dane C. Andreeff
Interim President and Chief Executive Officer
Helius Medical Technologies, Inc.
642 Newtown Yardley Road, Suite 100
Newtown, Pennsylvania 18940
Re:Helius Medical Technologies, Inc.
Registration Statement on Form S-1
Filed December 30, 2020
File No. 333-251804
Dear Mr. Andreeff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Meredith Ervine, Esq.

CORRESP
1
filename1.htm

Acceleration Request

 December 16, 2020

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

Washington, D.C. 20549

 Attention:
    Courtney Lindsay

Re:
 Helius Medical Technologies, Inc.

Registration Statement on Form S-1

File No. 333-250974

Acceleration Request

Requested Date:

            December 18, 2020

Requested Time:

            4:30 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Helius Medical Technologies, Inc. (the “Company”) hereby
respectfully requests that the above-referenced Registration Statement on Form S-1 (File No. 333-250974) (the “Registration Statement”) be declared
effective at the “Requested Date” and “Requested Time” set forth above, or as soon as practicable thereafter, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division
of Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes each of Meredith Ervine and Emily Johns of Honigman LLP, counsel to the Company, to make such request on its behalf.

Please confirm the effectiveness of the Registration Statement with Meredith Ervine of Honigman LLP by telephone at (616) 649-1942 or Emily Johns of Honigman LLP by telephone at (616) 649-1908.

[Signature page follows]

****

Sincerely,

HELIUS MEDICAL TECHNOLOGIES, INC.

 /s/ Dane C. Andreeff

Dane C. Andreeff

Interim President and Chief Executive Officer

cc:
 Meredith Ervine, Honigman LLP

Emily Johns, Honigman LLP

United States securities and exchange commission logo
December 2, 2020
Dane Andreeff
Interim President and Chief Executive Officer
Helius Medical Technologies, Inc.
642 Newtown Yardley Road, Suite 100
Newtown, Pennsylvania 18940
Re:Helius Medical Technologies, Inc.
Registration Statement on Form S-1
Filed November 25, 2020
File No. 333-250974
Dear Mr. Andreeff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
September 22, 2020
Dane C. Andreeff
Interim President and Chief Executive Officer
Helius Medical Technologies, Inc.
642 Newtown Yardley Road, Suite 100
Newtown, PA 18940
Re:Helius Medical Technologies, Inc.
Registration Statement on Form S-1
Filed September 15, 2020
File No. 333-248824
Dear Mr. Andreeff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Deanna Virginio at 202-551-4530 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Meredith Ervine, Esq.

CORRESP
1
filename1.htm

CORRESP

 September 23, 2020

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

Washington, D.C. 20549

 Attention: Deanna Virginio

Re:
 Helius Medical Technologies, Inc.

Registration Statement on Form S-1

File No. 333-248824

Acceleration Request

Requested Date:

September 25, 2020

Requested Time:

4:00 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Helius Medical Technologies, Inc. (the “Company”) hereby
respectfully requests that the above-referenced Registration Statement on Form S-1 (File No. 333-248824) (the “Registration Statement”) be declared
effective at the “Requested Date” and “Requested Time” set forth above, or as soon as practicable thereafter, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division
of Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes each of Phillip D. Torrence and Meredith Ervine of Honigman LLP, counsel to the Company, to make such request on its behalf.

Please confirm the effectiveness of the Registration Statement with Meredith Ervine of Honigman LLP by telephone at (616) 649-1942.

 [Signature page follows]

****

Sincerely,

HELIUS MEDICAL TECHNOLOGIES, INC.

 /s/ Dane C. Andreeff

Dane C. Andreeff

Interim President and Chief Executive Officer

cc:
 Phillip D. Torrence, Honigman LLP

Meredith Ervine, Honigman LLP

CORRESP
1
filename1.htm

CORRESP

 Helius Medical Technologies, Inc.

642 Newtown Yardley Road, Suite 100

Newtown, PA 18940

February 4, 2020

VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Chris Edwards

RE:

Helius Medical Technologies, Inc.

Registration Statement on Form S-3

File No. 333-236101

Acceleration Request

Requested Date:

February 6, 2020

Requested Time:

4:00 P.M. Eastern Time

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the
above-referenced Registration Statement on Form S-3 (the “Registration Statement”) to become effective on February 6, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is
practicable.

 Once the Registration Statement has been declared effective, please orally confirm that event with Owen Williams, counsel to the Registrant,
at (202) 842-7843.

 Very truly yours,

Helius Medical Technologies, Inc.

 /s/ Joyce LaViscount

Joyce LaViscount

Chief Financial Officer and Chief Operating Officer

cc:

Philippe Deschamps, President and Chief Executive Officer

Darren K. DeStefano, Cooley LLP

Jeffrey Libson, Cooley LLP

February 3, 2020
Philippe Deschamps
President and Chief Executive Officer
Helius Medical Technologies, Inc.
642 Newtown Yardley Road, Suite 100
Newtown, Pennsylvania 18940
Re:Helius Medical Technologies, Inc.
Registration Statement on Form S-3
Filed January 27, 2020
File No. 333-236101
Dear Mr. Deschamps:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at (202) 551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darren DeStefano

CORRESP
1
filename1.htm

CORRESP

 January 4, 2017

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Mail Stop 4546

 Washington, D.C. 20549

Attn:
Tim Buchmiller

Amanda Ravitz

Re:
Helius Medical Technologies, Inc.

Registration Statement on Form S-3

File No. 333-215286

   Acceleration Request

Requested Date:

Friday, January 6, 2017

Requested Time:

4:30 P.M. Eastern Standard Time

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-215286) (the “Registration Statement”) to become effective on Friday, January 6, 2017, at 4:30 p.m. Eastern
Standard Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”).

Once the Registration Statement has been declared effective, please orally confirm that event with Darren DeStefano of Cooley LLP, counsel to the Registrant,
at (703) 456-8034, or in his absence, William DuVal at (703) 456-8663.

 [Signature page
follows]

Very truly yours,

Helius Medical Technologies, Inc.

By:

/s/ Joyce LaViscount

    Joyce LaViscount

    Chief Financial Officer

cc:
Philippe Deschamps, Helius Medical Technologies, Inc.

Darren DeStefano, Cooley LLP

Mail Stop 3030
December 30, 2016

Philippe Deschamps
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-3
Filed  December 23 , 2016
  File No.  333-215286

Dear  Mr. Deschamps :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Tim Buchmiller  at (202) 551 -3635  with any questions.

Sincerely,

/s/ Tim Buchmiller  for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Darren DeStefano , Esq.
Cooley LLP

CORRESP
1
filename1.htm

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

Mail Stop 3030
         November 1, 2016

Via E -mail
Joyce LaViscount
Chief Financ ial Officer
Helius Medical Technologies, Inc.
41 University Drive, Suite 400
Newtown, Pennsylvania 18940

Re: Helius Medical Technologies, Inc.
Form 10 -K for the Fiscal Year Ended March 31, 2016
Filed June 28, 2016
File No.  000-55364

Dear Ms. LaViscount :

We have completed our review of your filing s.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

/s/ Brian Cascio

        Brian Cascio
        Accounting Branch Chief
       Office of Electronics and Machinery

Mail Stop 3030
     October 20, 2016

Via E -mail
Joyce LaViscount
Chief Financial Officer
Helius Medical Technologies, Inc.
41 University Drive, Suite 400
Newtown, Pennsylvania 18940

Re: Helius Medical Technologies, Inc .
 Form 10 -K for the Fiscal Year Ended March 31, 2016
Filed June 2 8, 2016
File No. 000 -55364

Dear M s. LaViscount :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment .  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon  as possible when you will respond.  If you do not believe our
comment  applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 10 -K for the Fiscal Year Ended March 31, 2016

Report of Independent Registered Public Accounting Firm, page F -2

1. Please amend your filing to include an audit report that is signed by your independent
registered public accountant as required by Article 2 of Reg ulation S -X.  Refer to Item
302(a) of Regulation S -T which provides guidance on including signatures in electronic
filings. The amendment should also include currently dated Section 302 and 906
certifications that reference the amended Form 10 -K.

We remi nd you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Joyce LaViscount
Helius Medical Technologies, Inc.
October 20, 2016
Page 2

 You may contact Jeanne Bennett  at (202) 551 -3606  or me at (202) 551 -3676 with any
questions. You may also reach Martin James, Senior Assistant Chief Accountant, at (202) 551 -
3671.

Sincerely,

/s/ Brian Cascio

Brian Cascio
Accounting Branch Chief
Office of Electronics and Machinery

CORRESP
1
filename1.htm

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

Helius
Medical Technologies, Inc.

Suite 400, 41 University Drive

Newtown, PA 18940

July 11, 2016

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549-3561

    Re:
    Helius Medical Technologies, Inc.

    Registration Statement on Form S-1 (File No.
      333-211129)

    Acceleration Request

    Requested Date: July 12, 2016

    Requested Time: 4:30 p.m. Eastern Daylight
      Time

Ladies and Gentlemen:

     Pursuant to Rule 461 of
Regulation C promulgated under the Securities Act of 1933, as amended, Helius
Medical Technologies, Inc. (the “Company”) hereby requests that the
above-referenced registration statement on Form S-1, as amended (the “Registration
Statement”) be accelerated so that the same may be declared effective at the
“Requested Date” and “Requested Time” set forth above, or as soon thereafter as
practicable.

     In connection with this acceleration
request, the Company hereby acknowledges that:

  should the U.S. Securities and Exchange Commission (the “Commission”) or
  the staff, acting pursuant to delegated authority, declare the filing
  effective, it does not foreclose the Commission from taking any action with
  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 of the disclosure in the 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.

     The Company understands that the
staff will consider this request as confirmation by the Company of its awareness
of its 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 Registration Statement.

     The Company requests that the staff notify us of the
effectiveness of the Registration Statement by telephone call to Ori Solomon of
Proskauer Rose LLP at (617) 526-9889. Please also provide a copy of the
Commission’s order declaring the Registration Statement effective to Mr. Solomon via e-mail at osolomon@proskauer.com and via mail
at Proskauer Rose LLP, One International Place, Boston, Massachusetts, 02110.

[SIGNATURE PAGE FOLLOWS]

    Respectfully submitted,

    HELIUS MEDICAL TECHNOLOGIES, INC.

    By: /s/
      Joyce LaViscount

    Joyce LaViscount

    Chief Financial Officer and Chief Operating

    Officer

    cc:

      Ori Solomon, Esq.
(Proskauer Rose
  LLP)

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

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

    Proskauer Rose LLP     One
      International Place     Boston, MA 02110-2600

    Ori Solomon

    Partner

    d 617.526.9889

    June 28, 2016
    f 617.526.9899

    osolomon@proskauer.com

    www.proskauer.com

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628

Attention: Amanda Ravitz

    Re:
    Helius Medical Technologies, Inc.

    Registration Statement on Form S-1

    Filed May 4, 2016

    File No. 333-211129

Dear Ms. Ravitz:

On behalf of Helius Medical
Technologies, Inc. (the “Company”), we submit this letter in response to
comments from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) received by letter dated May 31, 2016 relating to the
Registration Statement on Form S-1 of the Company (Registration No. 333-211129)
(the “Registration Statement”).

We are transmitting herewith
electronically for filing pursuant to Regulation S-T under the Rules and
Regulations promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), Amendment No. 1 (“Amendment No. 1”) to the Registration
Statement. The Company is sending to the Staff under separate cover courtesy
copies of Amendment No. 1, including copies marked to show the changes effected
by Amendment No. 1.

For your convenience, we have
recited each of the numbered comments from the Staff in italics and have
followed each comment with our response. In addition, unless otherwise
indicated, all references to page numbers in such responses are to page numbers
in Amendment No. 1. Capitalized terms used herein and not otherwise defined have
the meanings ascribed to them in Amendment No. 1.

Use of Proceeds, page 34

    1.

      We note that you intend to use the proceeds from
      warrant exercises for various enumerated 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.

U.S. Securities and Exchange Commission

June 28, 2016

Page 2

Response: The Company has
revised the disclosure on page 34 in response to the Staff’s comment.

Principal Stockholders, page 85

    2.

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

Response: The Company has
revised the disclosure on page 82 in response to the Staff’s comment.

    3.

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

Response: The Company has
revised the disclosure in footnote 11 on page 83 in response to the Staff’s
comment to disclose that Dr. Lam Kong is the sole director and officer of each
of A&B (HK) Company Limited and A&B Brother Limited. We respectfully
advise the Staff that the disclosure in footnote 11 on page 83 is based
entirely upon information in a Schedule 13D filed on March 4, 2016, by A&B
(HK) Company Limited, A&B Brother Limited, and Dr. Lam Kong.

 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.

Response: The Company
acknowledges the Staff’s comment and has filed an opinion of Blake, Cassels
& Graydon LLP that the warrants are binding obligations of the Company under
the laws of British Columbia, as Exhibit 5.2 to Amendment No. 1.

U.S. Securities and Exchange Commission

June 28, 2016

Page 3

Please do not hesitate to contact
me at (617)-526-9889 with any questions or comments regarding this response
letter or Amendment No. 1. Thank you for your assistance.

Sincerely,

/s/ Ori Solomon

Ori Solomon, Esq.

    cc:
    Philippe Deschamps, Helius Medical
      Technologies, Inc.

    Joyce LaViscount, Helius Medical Technologies,
      Inc.

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

CORRESP
1
filename1.htm

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

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

May 7, 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

    Initially Filed April 15, 2015

    File No. 000-55364

Dear Ms. Ravitz:

We hereby request that the staff of the Securities and Exchange
Commission (the “Commission”) accelerate the effective date of the
above-referenced Registration Statement on Form 10-12G to 12:00pm Eastern Time
on May 14, 2015, or as soon as practicable thereafter. 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

CORRESP
1
filename1.htm

   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

April 28 , 2015

Philippe Deschamps
Chief Executive Officer
Helius Medical Technologies, Inc.
41 University Drive, Suite 400
Newtown, PA 18940

Re: Helius Medical Technologies, Inc.
 Registration Statement on Form 10 -12G
Filed April 15 , 2015
 File No. 000 -55364

Dear Mr. Deschamps :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances,  please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Employees, page 23

1. We have reviewed your response to prior comment 3.  We continue to no te, 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.

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).

Philippe Deschamps
Helius Medical Technologies, Inc.
April 28 , 2015
Page 2

 Fiscal Quarter Ended December 31, 2014 Compared to Fiscal Quarter Ended December 31,
2013 , page 4 3

3. We note the variances in your net losses for the pe riods 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.

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 .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and a dequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments o r 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.

Please address questions regarding all other comments to Tim Buchmiller  at (202) 551 -
3635 or Geoff Kruczek , Senior Attorney , at (202)  551-3641  with any other questions.

Sincerely,

 /s/ G eoff Kruczek  for

 Amanda Ravitz
 Assistant Director

cc:   Trevor J. Chaplick, Esq.
 Proskauer Rose LLP

CORRESP
1
filename1.htm

   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

March 5, 2015

Philippe Deschamps
Chief Executive Officer
Helius Medical Technologies, Inc.
41 University Drive, Suite 400
Newtown, PA 18940

Re: Helius Medical Technologies, Inc.
 Registration Statement on Form 10 -12G
Filed February 6, 2015
 File No. 000 -55364

Dear Mr. Deschamps :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances,  please tell us why in your response.

After reviewing your response to these comments , we may have additional 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 befor e the automatic effectiveness date of this registration
statement if comments remain outstanding.

Government Regulation , page 1 7

2. We note your disclosure on page 19 that your overall goal for submission of the de novo
application and FDA clearance is 18 m onths 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 .

Philippe Deschamps
Helius Medical Technologies, Inc.
March 5 , 2015
Page 2

 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 .

Our independent registered public accounting . . ., page 25

4. Please clarify the referen ce to “the expected proceeds from this offering.”

Any future sales of our equity securities, page 41

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

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 discl ose 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 thos e securities.

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they a re responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disc losure 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.

Philippe Deschamps
Helius Medical Technologies, Inc.
March 5 , 2015
Page 3

 Please address questions regarding all other comments to Tim Buchmiller  at (202) 551 -
3635 or Geoff Kruczek , Senior Attorney , at (202)  551-3641  with any other questions.

Sincerely,

 /s/ Geoff Kruczek for

 Amanda Ravitz
 Assistant Director

cc:   Trevor J. Chaplick, Esq.
 Proskauer Rose LLP

CORRESP
1
filename1.htm

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

    February 6, 2015
    Trevor J. Chaplick

    Member of the Firm

    d
      202.416.6829

    f
      202.416.6899

    tchaplick@proskauer.com

    VIA EDGAR Transmission
    www.proskauer.com

Securities and Exchange Commission
100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Helius Medical Technologies, Inc.

    CIK No. 0001610853

    Registration Statement on Form 10

Ladies and Gentlemen:

On behalf of our client, Helius Medical Technologies, Inc. (the
“Company”), we are filing herewith via EDGAR an initial Registration Statement
on Form 10 in connection with the proposed registration of the Class A common
stock of the Company under Section 12(g) of the Securities Exchange Act of 1934,
as amended.

Please do not hesitate to contact me at (202) 416-6829 with any
questions you may have regarding this filing.

Very truly yours,

PROSKAUER ROSE LLP

By: /s/ Trevor J.
Chaplick

        Trevor J. Chaplick

cc: Philippe Deschamps