Current Report Filing (8-k)
August 19 2019 - 4:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 15, 2019
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HELIX
TCS, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-55722
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81-4046024
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
ID Number)
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10200
E. Girard Avenue, Suite B420
Denver,
CO 80231
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code
(720) 328-5372
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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HLIX
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OTCQB
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
August 15, 2019, Helix TCS, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with an investor (the “Purchaser”) in connection with the issuance of a 10% fixed convertible promissory
note (the “Convertible Note”) and a common stock purchase warrant (the “Warrant”) in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) thereunder.
The
Convertible Note has a principal amount of $400,000, with an original issue discount of $20,000, bears a fixed ten percent (10%)
interest rate and is convertible into shares of the Company’s common stock (the “Common Stock”) at a conversion
price of $0.90 per share (the “Conversion Shares”), subject to certain adjustments, and matures on May 15, 2020. The
Convertible Note contains customary default provisions related to the payment of principal and interest and bankruptcy and creditor
assignment. In the event of default, penalties, as provided in the Convertible Note, shall be added to the outstanding balance
of the Convertible Note.
In
connection with the issuance of the Convertible Note, the Company issued the Warrant to the Purchaser to purchase 25,000 shares
of Common Stock pursuant to the terms and provisions thereunder. The Warrant is exercisable at any time within five (5) years
of issuance and entitles the Purchaser to purchase 25,000 shares of the Common Stock at an exercise price of $1.00.
The
foregoing descriptions of the Purchase Agreement, Convertible Note and Warrant (collectively, the “Transaction Documents”)
do not purport to be complete and are qualified in their entirety by reference to the complete texts of the form documents attached
as exhibits hereto.
Item
2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
Purchaser is an accredited investor (as that term is defined in Regulation D of the Securities Act), and in issuing the above
securities to the Purchaser, we relied on the exemption from the registration requirements of the Securities Act provided by Section
4(a)(2) of the Securities Act and/or Rule 506(b) thereunder because the securities were issued in transactions not involving a
public offering.
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Item
9.01.
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Financial
Statements and Exhibits.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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HELIX
TCS, INC.
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Date:
August 19, 2019
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/s/
Scott Ogur
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Scott
Ogur
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Chief
Financial Officer
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