HELIX TCS, INC. (OTCMKTS:HLIX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
The Company entered into certain Note Modifications as detailed below, which also resulted in the conversion of certain debt and the purchase of additional securities.
Note # 1
On December 31, 2016, Helix TCS, Inc. (the "Company") amended a Convertible Promissory Note (the "First Note") in the aggregate principal amount of $100,000 with one investor (the "First Holder"). The First Note was issued on December 16, 2015 and bears an interest rate of 7% per annum due and payable one year from the date of issuance. The Note was amended to reflect a conversion rate of $1.00, and the option to purchase an additional 50,000 shares of the Company’s common stock at $1.00 was agreed to. On December 31, 2016, the First Holder agreed to convert $107,000 of the principal and interest balance of the Note (the remaining interest of $306.85 was paid by check from the Company to First Holder) and purchase an additional 50,000 shares for $50,000. The First Holder signed a Subscription Agreement evidencing the purchase of 157,000 shares with consideration of the conversion of the Note and $50,000.
Note # 2
On December 31, 2016, the Company amended a Convertible Promissory Note (the "Second Note") in the aggregate principal amount of $100,000 with one investor (the "Second Holder"). The Second Note was issued on December 18, 2015 and bears an interest rate of 7% per annum due and payable one year from the date of issuance. The Note was amended to reflect a conversion rate of $1.00, and the option to purchase an additional 50,000 shares of the Company’s common stock at $1.00 was agreed to. On December 31, 2016, the Second Holder agreed to convert $107,000 of the principal and interest balance of the Note (the remaining interest of $268.49 was paid by check from the Company to Second Holder) and purchase an additional 50,000 shares for $50,000. The Second Holder signed a Subscription Agreement evidencing the purchase of 157,000 shares with consideration of the conversion of the Note and $50,000.
Note # 3
On December 31, 2016, the Company amended a Convertible Promissory Note (the "Third Note") in the aggregate principal amount of $100,000 with one investor (the "Third Holder"). The Third Note was issued on February 12, 2016 and bears an interest rate of 7% per annum due and payable one year from the date of issuance. The Note was amended to reflect a conversion rate of $1.00, and the option to purchase an additional 25,000 shares of the Company’s common stock at $1.00 was agreed to. On December 31, 2016, the Third Holder agreed to convert $106,000 of the principal and interest balance of the Note (the remaining interest of $194.52 was paid by check from the Company to Third Holder) and purchase an additional 25,000 shares for $25,000. The Third Holder signed a Subscription Agreement evidencing the purchase of 131,000 shares with consideration of the conversion of the Note and $25,000.
The forgoing descriptions of the Notes and Subscription Agreement are summaries of the material terms only and are qualified in their entirety by the complete text of the form of the Note attached as Exhibit 4.1 to the Form 10 filed on December 9, 2016 and is incorporated by reference.
SECTION 2 – FINANCIAL INFORMATION
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See the disclosures under Item 1.01 of this Current Report on Form 8-K.
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SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
We converted $320,000 of principal and interest contained in the promissory notes discussed in detail in Item 1.01 above which resulted in the subscription for and sale of 320,000 shares of common stock at $1.00 per share. In addition, a total of 125,000 shares of common stock were purchased for $125,000 in cash. These securities sale transactions are claimed as exempt from registration under Rule 506 of Regulation D, as they involved no public offering or distribution and were to purchasers that the company believed to be accredited investors under Rule 506 of Regulation D.
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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. HELIX TCS, INC. (OTCMKTS:HLIX) Recent Trading Information
HELIX TCS, INC. (OTCMKTS:HLIX) closed its last trading session up +0.15 at 8.40 with 2,300 shares trading hands.