9.STOCK-BASED COMPENSATION

The Company may issue stock-based compensation awards under The Helius Medical Technologies, Inc. 2022 Equity Incentive Plan (“2022 Plan”) or the Helius Medical Technologies, Inc. 2021 Inducement Plan (as amended, the “Inducement Plan”). The 2022 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants. Options to purchase shares of the Company’s common stock granted under the 2022 Plan are awarded at a price equal to the fair market value at the date of grant based upon the closing price on that date. Options granted under the 2022 Plan generally vest over periods of between one to three years and expire no later than ten years from the date of grant.

On May 30, 2024, the Board adopted a First Amendment (the “Amendment”) to the 2022 Plan. On June 27, 2024, at the annual meeting of stockholders, the stockholders of the Company approved the Amendment. Pursuant to the terms and conditions of the Amendment, the 2022 Plan was amended to increase the aggregate number of shares of Common Stock that may be issued under the 2022 Plan to 2,089,000 new shares with an automatic increase on January 1st of each year by an amount equal to 5% of the Fully Diluted Shares (as defined in the 2022 Plan) as of the last day of the preceding calendar year. As of January 1, 2025, the number of shares authorized for issuance increased from 2,089,000 to 2,703,678 and there were 637,237 shares of common stock available for issuance under the 2022 Plan.

The Inducement Plan permits the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock and cash awards and other share‑based awards The Inducement Plan is used exclusively for grants of awards to individuals who were not previously employees or directors of the Company. Options granted under the Inducement Plan generally vest over four years and expire after ten years. The exercise price of each option is equal to the fair market value of the common stock at the date of grant. On July 2, 2024, the Company approved an amendment to the Inducement Plan pursuant to which, the Inducement Plan was amended to increase the

aggregate number of shares of Common Stock that may be issued under the Inducement Plan to 150,000 new shares. As of December 31, 2024, there were 123,980 shares of common stock available for issuance under the Inducement Plan.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following tables. The risk-free interest rate is estimated using the United States Treasury yield curve and is based on the expected term of the award. The expected term of stock option awards granted is estimated based on the “simplified” method described in the SEC Staff Accounting Bulletin, Topic 14: Share-Based Payment. Expected volatility is calculated using historical volatility over the expected term.

The Black-Scholes option pricing model was used with the following weighted-average assumptions for options granted during the years ended December 31, 2024 and 2023:

    

Years Ended December 31, 2024

 

    

2024

    

2023

Risk-free interest rate

4.38

%  

3.93

%

Expected volatility

 

128.73

%  

 

79.43

Expected term (years)

 

5.27

 

5.70

Expected dividend yield

 

0.00

%  

 

0.00

%

Fair value, per share

$

0.84

$

10.17

During the year ended December 31, 2024 and 2023, 1,335,623 options with a total grant date fair value of $2.5 million and 86,580 options with a total grant date fair value of $1.6 million vested, respectively.

The fair value of restricted stock units granted during the years ended December 31, 2024 and 2023 was based on the closing price of the Company’s common stock on the Nasdaq Capital Market on the day of the grant.

Stock option activity during the year ended December 31, 2024 was as follows:

    

    

    

    

Weighted Average

    

Aggregate

Weighted 

Remaining

Intrinsic

Average

Contractual

 Value

    

Shares

    

Exercise Price

    

Term (in years)

    

(in thousands)

Outstanding as of December 31, 2023

 

245,830

 

$

76.28

9.03

5.00

Granted

 

1,856,000

0.96

 

Exercised

 

 

Expired

(5,747)

176.61

Forfeited

 

(3,622)

 

16.27

 

Outstanding as of December 31, 2024

 

2,092,461

9.30

9.33

$

Exercisable as of December 31, 2024

 

1,428,221

12.14

9.31

$

The following table summarizes nonvested restricted stock unit activity during the year ended December 31, 2024:

    

    

Weighted Average

Grant Date

Shares

Fair Value

Nonvested as of December 31, 2023

 

2,228

$

7.81

Granted

 

 

Vested

 

(2,228)

 

7.81

Forfeited

 

 

Nonvested as of December 31, 2024

 

$

Total stock-based compensation expense was as follows (in thousands):

    

Years Ended

December 31, 

2024

2023

Cost of sales

$

28

$

18

Selling, general and administrative

2,008

1,320

Research and development

486

291

Total stock-based compensation expense

$

2,522

$

1,629

As of December 31, 2024, the total remaining unrecognized compensation expense related to nonvested stock options was $1.5 million which will be amortized over weighted-average remaining requisite service period of 0.7 years.

Historical Timeline

Fiscal YearFiled
2024Mar 25, 2025Showing above
2023Mar 28, 2024

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.