HELIX TCS, INC. (OTCMKTS:HLIX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On November 15, 2019, Helix TCS, Inc. (the “Company”) entered into an unsecured convertible promissory note in favor of RSF4 II, LLC (the “Holder”), an affiliate of Rose Management Group, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) thereunder (the “Note”).
The Note has an initial aggregate principal balance of $325,000 and provides that, at the request of the Company and upon approval of the Holder, the Company may borrow the aggregate principal sum of up to $5,000,000. The Note bears interest at a rate of 12% per annum payable quarterly commencing March 31, 2020. The Note matures on November 15, 2021, at which time the Company may not request any further draws against the maximum principal and all outstanding principal and accrued interest thereon shall be due and payable. Upon certain events, the outstanding principal and interest of the Note will convert into shares of the Company’s equity securities in accordance with the conversion procedures set forth in the Note. The Note has other features, including, but not limited to, limits on prepayment and an increased interest rate upon default.
The foregoing summary of the material terms of the Note is subject to the full and complete terms of the Note attached hereto as Exhibit 10.53 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The Note represents indebtedness of the Company. The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
Item 3.02. Unregistered Sales of Equity Securities.
If the principal and interest of Note is converted in accordance with the Note’s terms, the Company will issue its equity securities to Holder. The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. Upon conversion under the Note, we expect to rely 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 will be issued in a transaction not involving a public offering.
Item 9.01. Financial Statements and Exhibits.
| 10.53 | Unsecured Convertible Promissory Note, dated November 15, 2019, for up to $5,000,000 payable to RSF4 II, LLC. |
Helix TCS, Inc. Exhibit
EX-10.53 2 f8k111519ex10-53_helixtcsinc.htm UNSECURED CONVERTIBLE PROMISSORY NOTE,…
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About HELIX TCS, INC. (OTCMKTS:HLIX)
Helix TCS, Inc. is a provider of integrated operating environment solutions for the legal cannabis industry. The Company provides security, compliance, and technology services to the legal cannabis industry. Its technology service offers clients a technology platform, allowing clients to manage inventory and supply costs through Cannabase, as well as bespoke monitoring and transport solutions. It focuses on utilizing technology as an operations multiplier, bringing in and managing a range of partnerships across the technology spectrum to give desired outcomes for its clients. The Company develops a range of compliance services to firms in the cannabis industry. It safeguards the clients’ ability to operate while increasing their access to services. The Company delivers a range of security operations, such as transport, armed and unarmed guarding, training, investigation and special services. Its include Cannabase, BOSS Security Solutions, Helix TCS LLC and Security Consultants LLC.
