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 April 26, 2017, Helix TCS, Inc. (the Company) entered into a
securities purchase agreement (the Purchase Agreement) with
RedDiamond Partners, LLC, a Delaware limited liability company
(the Purchaser) in connection with the issuance of a 10% secured
convertible promissory note, in the aggregate principal amount of
$104,000, with an original issue discount of $26,000 (the
Convertible Note), convertible into shares of the Companys common
stock (the Common Stock).
The Convertible Note bears a ten percent (10%) annual interest
rate and is convertible into shares of Common Stock at a
conversion price of $1.00 per share (the Conversion Shares),
subject to certain adjustments, and matures on October 26, 2017.
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 a warrant (the Warrant) to the Purchaser to
purchase 150,000 shares of Common Stock 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 150,000 shares of the Common Stock at an exercise price
of the lesser of either i) $1.00 or ii) a 50% discount to the
lowest closing bid price thirty (30) trading days immediately
preceding conversion, subject to certain adjustments.
In connection with the Convertible Note and Purchase Agreement,
TheCompany entered into a Security Agreement (Security Agreement)
to which all of its obligations to repay the Convertible Note is
secured by all the assets of the Company, among other things, as
further defined in the Security Agreement (the Collateral) and
guaranteed by its subsidiaries, Helix TCS LLC, Security
Consultants Group, and Boss Security Solutions, Inc.
(collectively, the Guarantors) to a subsidiary guarantee
agreement (the Subsidiary Guarantee Agreement) executed by the
Guarantors and acknowledged by the Company in favor of the
Purchaser. to the Subsidiary Guarantee Agreement, the Guarantors
jointly and severally, unconditionally and irrevocably, guarantee
to the Purchaser and its respective successors, endorsees,
transferees and assigns, the prompt and complete payment and
performance when due, of all obligations under the Convertible
Note and Security Agreement.
The foregoing descriptions of the Purchase Agreement, Convertible
Note, Warrant, Security Agreement and Subsidiary Guarantee
Agreement (collectively, the Transaction Documents) do not
purport to be complete and are qualified in their entirety by
reference to the complete texts 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 Convertible Note and Warrant and the securities underlying
the Convertible Note and Warrant were not registered under the
Securities Act of 1933, as amended (the Securities Act), but
qualified for exemption under Section 4(a)(2) of the Securities
Act. The securities were exempt from registration under Section
4(a)(2) of the Securities Act because the issuance of such
securities by the Company did not involve a public offering, as
defined in Section 4(a)(2) of the Securities Act, due to the
insubstantial number of persons involved in the transaction, size
of the offering, manner of the offering and number of securities
offered. The Company did not undertake an offering in which it
sold a high number of securities to a high number of investors.
In addition, these shareholders had the necessary investment
intent as required by Section 4(a)(2) of the Securities Act since
they agreed to, and will receive, share certificates bearing a
legend stating that such securities are restricted to Rule 144 of
the Securities Act. This restriction ensures that these
securities would not be immediately redistributed into the market
and therefore not be part of a public offering. Based on an
analysis of the above factors, the Company has met the
requirements to qualify for exemption under Section 4(a)(2) of
the Securities Act.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit | Description |
| 4.1* | Form of Convertible Promissory Note |
| 10.1* |
Securities Purchase Agreement between Helix TCS, Inc. and RedDiamond Partners dated April 26, 2017. |
| 10.2* | Form of Common Stock Purchase Warrant |
| 10.3* |
Security Agreement between Helix TCS, Inc. and RedDiamond Partners dated April 26, 2017. |
| 10.4* |
Subsidiary Guarantee Agreement between Helix TCS, Inc. and RedDiamond Partners dated April 26, 2017. |
*filed herewith
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. Helix TCS, Inc. (OTCMKTS:HLIX) Recent Trading Information
Helix TCS, Inc. (OTCMKTS:HLIX) closed its last trading session down -0.27 at 5.73 with 938 shares trading hands.