Current Report Filing (8-k)
September 20 2019 - 10:57AM
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): September 16, 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:
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
September 16, 2019, Helix TCS, Inc. (the “Company”) entered into a securities purchase agreement pursuant to which
the Company agreed to sell a secured convertible promissory note (the “Convertible Note”) and 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, for an aggregate cash purchase price of $450,000 (the “Purchase Agreement”).
The
Convertible Note has an initial aggregate principal balance of $450,000 and bears interest at a rate of 10% per annum. The Convertible
Note matures on June 16, 2020. Upon certain events, the Convertible Note will convert into shares of the Company’s common
stock at a per share conversion price equal to $0.90 for the first 6 months and thereafter the lesser of (a) $0.90 and (b) a 30%
discount to the Company’s weighted average listed price per share for the five lowest days of the 15 consecutive trading
days immediately before the conversion election. The Convertible Note has other features, including, but not limited to, a prepayment
penalty, an increased interest rate upon default and adjustments to the conversion price under certain circumstances.
The
Warrant is exercisable for five years to purchase up to an aggregate of 25,000 shares of the Company’s common stock at a
price of $1.00 per share. The Warrant has anti-dilution provisions that provide for an adjustment to the exercise price in the
event of a future sale of the company’s common stock at a lower price, subject to certain exceptions.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. The Convertible Note represents
indebtedness of the Company.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
The
investor is an accredited investor (as that term is defined in Regulation D of the Securities Act), and in issuing the above securities
to the investor, 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 a transaction not involving a public
offering.
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: September 20, 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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