Filing Details

*

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

CUSIP No.

Page 2 of 6

(1)

Names of reporting persons

Philippe Deschamps

(2)

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☐

(3)

SEC use only

(4)

Citizenship or place of organization

United States

Number of

(5)

Sole voting power

1,268,416  

shares

beneficially

owned by

(6)

Shared voting power

0

each

reporting

person

(7)

Sole dispositive power

1,268,416 (see Item 4(a))  

with:

(8)

Shared dispositive power

0

(9)

Aggregate amount beneficially owned by each reporting person

1,268,416 (see Item 4(a))  

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

(11)

Percent of class represented by amount in Row (9)

6.1% (see Item 4(b))  

(12)

Type of reporting person (see instructions)

IN

CUSIP No.

Page 3 of 6

(a)

Name of Issuer:

Helius Medical Technologies, Inc.

(b)

Address of Issuer’s Principal Executive Offices:
642 Newtown Yardley Road, Suite 100
Newtown, Pennsylvania, 18940

(a)

Name of Person Filing:
Philippe Deschamps

(b)

Address of Principal Business Office or, if none, Residence:
208 Palmer Aly
Newtown, PA 18940

(c)

Citizenship:
United States

(d)

Title of Class of Securities:

Class A Common Stock, no par value

(e)

CUSIP Number:
42328V504

Item 3. 

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: 

(a)

[ ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[ ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[ ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[ ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[ ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[ ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[ ]

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

[ ]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[ ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[ ]

A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J);

(k)

[ ]

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

CUSIP No.

Page 4 of 6

Item 4. 

Ownership 

(a)

Amount beneficially owned:

As of December 31, 2017 Philippe Deschamps (the “Reporting Person”) held 1,268,416 shares of the Class A Common Stock (“Common Stock”) of Helius Medical Technologies, Inc. (the “Issuer”) consisting of (i) 666,911 shares of Common Stock held by Deschamps Global Healthcare Commercialization Services, LLC (the “LLC”). The Reporting Person is the sole member of the LLC; (ii) 25,510 immediately exercisable Warrants to purchase Common Stock held by the LLC; (iii) 5,018 immediately exercisable Warrants to purchase Common Stock held directly by the Reporting Person; (iv) 10,977 shares of Common Stock held directly by the Reporting Person; and (v) options to purchase an aggregate of 560,000 shares of Common Stock exercisable within 60 days of December 31, 2017 directly held by the Reporting Person.

All share numbers in this Form 13G give retroactive effect to the Issuer’s 5-for-1 reverse stock split effected January 22, 2018 (the “Stock Split”)

(b)

Percent of class:

The information contained on the cover pages to this Schedule 13G is incorporated herein by reference. The percentage amount is calculated based on (i) 20,178,225 shares of Common Stock outstanding as of January 22, 2018 as reported in the Issuer’s Form 8-K giving effect to the Stock Split, as filed with the Securities and Exchange Commission on January 23, 2018, and (ii) an aggregate of 590,528 shares of Common Stock exercisable within 60 days of December 31, 2017 after giving effect to the Stock Split.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

The information contained on the cover page to this Schedule 13G is incorporated herein by reference.

(ii)

Shared power to vote or to direct the vote

The information contained on the cover page to this Schedule 13G is incorporated herein by reference.

(iii)

Sole power to dispose or to direct the disposition of

The information contained on the cover page to this Schedule 13G is incorporated herein by reference.

(iv)

Shared power to dispose or to direct the disposition of

The information contained on the cover page to this Schedule 13G is incorporated herein by reference.

CUSIP No.

Page 5 of 6

Item 5. 

Ownership of Five Percent or Less of a Class 

Item 6. 

Ownership of More than Five Percent on Behalf of Another Person 

Item 7. 

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the ParentHolding Company or Control Person 

Item 8. 

Identification and Classification of Members of the Group 

Item 9. 

Notice of Dissolution of Group

Item 10. 

Certification 

CUSIP No.

Page 6 of 6

/s/

Philippe Deschamps

By:

Philippe Deschamps