HELIX TCS, INC. (OTCMKTS:HLIX) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders
On May 15, 2017, Helix TCS, Inc., a Delaware corporation (the
Company) filed a certificate of designations, preferences
and rights (the Certificate of Designations) with the
Secretary of State of the State of Delaware to which the Company
set forth the designation, powers, rights, privileges,
preferences and restrictions of the Companys Series B Preferred
Stock, par value $0.001 per share (the Series B
Preferred). The Series B Preferred is convertible into the
Companys common stock (Common Stock) at the holders option
at any time after May 12, 2018 and automatically converts into
Common Stock at any time after May 12, 2018 upon either the
affirmative vote of a majority of Series B Preferred holders or a
Qualified Initial Public Offering of the Companys securities, as
defined in the Certificate of Designations.
The number of shares of the Common Stock to which a holder of the
Series B Preferred shall be entitled upon conversion shall be the
product obtained by multiplying the Preferred Conversion Rate, as
defined below, then in effect by the number of shares of the
Series B Preferred Stock being converted. The conversion rate in
effect at any time for conversion of the Series B Preferred Stock
(the Preferred Conversion Rate) shall be the quotient
obtained dividing the Preferred Stock Original Issue Price (as
defined in the Certificate of Designations) by the preferred
stock conversion price which shall initially be equal to the
Preferred Stock Original Issue Price, for an effective initial
conversion ratio equal to 1:1, subject to adjustment.
The Series B Preferred shall vote together with the Common Stock
and all other classes and series of stock of the Company as a
single class on all actions to be taken by the stockholders of
the Company including, but not limited to, actions amending the
Certificate of Incorporation of the Company to increase the
number of authorized shares of the Common Stock. Each holder of
shares of the Series B Preferred shall be entitled to the number
of votes equal to the number of shares of the Common Stock into
which such shares of the Series B Preferred are then convertible.
For so long as any the shares of the Series B Preferred remain
outstanding, in addition to any other vote or consent required by
the Companys Certificate of Incorporation or bylaws, the vote or
written consent of the holders of at least a majority of the
outstanding shares of the Series B Preferred, voting or
consenting together as a separate class, shall be necessary for
authorizing, effecting or validating certain transactions as
further described in the Certificate of Designations.
Additionally, the Series B Preferred holders may elect a Director
to sit on the Companys Board of Directors.
The above description of the Certificate of Designations does not
purport to be complete and is qualified in its entirety by the
full text of the forms of the Certificate of Designations, which
is attached as an exhibit to this Current Report on Form 8-K and
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
The information set forth in Item 3.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits
|3.1*||Form of Series B Preferred Stock Certificate of Designations|
* 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 -0.25 at 4.40 with 4,635 shares trading hands.