Item 1.01. Entry into a Material Definitive Agreement.

On October 11, 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 July 11, 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.