Helix Technologies, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-03-02: Form 8-K; Period of report 2021-03-02; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 2.01.
- 2021-02-25: Form 8-K; Period of report 2021-02-23; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2021-02-11: Form 8-K; Period of report 2021-02-09; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2021-01-04: Form 8-K; Period of report 2020-12-30; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-03-02 | 8-K | 2021-03-02 | 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 2.01 On March 2, 2021 (the “Effective Time”), pursuant to the Agreement and Plan of Merger, dated as of October 16, 2020, as amended by Amendment to Agreement and Plan of Merger, dated as of December 30, 2020, as further amended by Amendment No. 2 to Agreement and Plan of Merger, dated February 9, 2021 (the “Merger Agreement”), by and among Helix Technologies, Inc. (the “Company”), Forian Inc. (“Forian”) and DNA Merger Sub, Inc. (“Merger Sub”), Merger Sub merged with and into the Company, with Company being the surviving corporation as a wholly-owned subsidiary of Forian. 3.03 The information set forth in Items 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference. 5.01 At the Effective Time, Merger Sub merged with and into the Company, resulting in the Company becoming a wholly-owned subsidiary of Forian. 5.02 At the Effective Time, all of the directors and executive officers of the Company ceased serving as directors and executive officers of the Company. 5.03 The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference. 5.07 The Company held a special meeting of its stockholders on Tuesday, March 2, 2021, virtually on the Internet related to the proposed Merger Agreement. | ea136731-8k_helixtech.htm |
| 2021-02-25 | 8-K | 2021-02-23 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 Beginning on February 16, 2021, four lawsuits were filed by purported Company stockholders (captioned Dillion v. Helix Technologies, Inc., et al., No. 1:21-cv-01365 (filed February 16, 2021 in the United States District Court for the Southern District of New York) (the “Dillion Complaint”); Baros v. Helix Technologies, Inc., et al., No. 1:21-cv-01425 (filed February 17, 2021 in the United States District Court for the Southern District of New York) (the “Baros Complaint”); Anderson v. Helix Technologies, Inc., et al., No. 1:21-cv-00464 (filed February 17, 2021 in the United States District Court for the District of Colorado) (the “Anderson Complaint”); Robinson v. Helix Technologies, Inc., et al., No. 1:21-cv-00484 (filed February 18, 2021 in the United States District Court for the District of Colorado) (the “Robinson Complaint” and together with the Dillion Complaint, Baros Complaint and the Anderson Complaint, the “Complaints”)). | ea136521-8k_helixtech.htm |
| 2021-02-11 | 8-K | 2021-02-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 On October 16, 2020, Helix Technologies, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, as amended by Amendment to Agreement and Plan of Merger, dated as of December 30, 2020, (the “Merger Agreement”) with Forian Inc., a Delaware corporation (“Parent”), DNA Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Medical Outcomes Research Analytics, LLC, a Delaware limited liability company (“MOR”). | ea135262-8k_helixtech.htm |
| 2021-01-04 | 8-K | 2020-12-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 On October 16, 2020, Helix Technologies, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Forian Inc., a Delaware corporation (“Parent”), DNA Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Medical Outcomes Research Analytics, LLC, a Delaware limited liability company (“MOR”). | ea132645-8k_helixtech.htm |
| 2020-11-16 | 8-K | 2020-11-13 | 7.01 Regulation FD Disclosure | 7.01 On November 13, 2020, Helix Technologies, Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for the third quarter ended September 30, 2020. | ea129709-8k_helix.htm |
| 2020-10-19 | 8-K | 2020-10-16 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On October 16, 2020, Helix Technologies, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Forian Inc., a Delaware corporation (“Parent”), DNA Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Medical Outcomes Research Analytics, LLC, a Delaware limited liability company (“MOR”). 7.01 On October 17, 2020, the Company issued a press release announcing the execution of the Merger Agreement. | ea128486-8k_helixtech.htm |
| 2020-10-16 | 8-K | 2020-10-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 14, 2020, pursuant to the Helix Technologies, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”), the Board of Directors of Helix Technologies, Inc. (the “Company”) approved the grant to Zachary L. Venegas, the Company’s Chief Executive Officer, of incentive stock options to purchase 300,000 shares of the Company’s common stock (the “Options”) and payment of a cash bonus of $75,000. | ea128417-8k_helixtech.htm |
| 2020-08-17 | 8-K | 2020-08-17 | 7.01 Regulation FD Disclosure | 7.01 On August 17, 2020, Helix Technologies, Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for the second quarter ended June 30, 2020. | ea125597-8k_helixtechnolog.htm |
| 2020-08-04 | 8-K | 2020-07-31 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.01 On July 31, 2020, Helix Technologies, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with Invicta Security CA Corporation, a Delaware corporation (“Buyer”), Invicta Services LLC, a Delaware limited liability company (“Invicta”), Boss Security Solutions, Inc., a Colorado corporation (“Boss”), Security Consultants Group, LLC, a Colorado limited liability company (“SCG”), Tan’s International LLC, a California limited liability company (“Tan LLC”), and Tan’s International Security, Inc., a California corporation (“Tan Security”, collectively with Boss, SCG and Tan LLC, the “Sellers” or individually a “Seller”). 7.01 On August 4, 2020, the Company issued a press release announcing the execution of the Agreement. | ea124969-8k_helixtechno.htm |
| 2020-07-13 | 8-K | 2020-07-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | ea124075-8k_helixtech.htm |
| 2020-06-05 | 8-K | 2020-05-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 3.02 The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. 3.03 The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. | ea122747-8k_helixtcsinc.htm |
| 2020-05-18 | 8-K | 2020-05-18 | 7.01 Regulation FD Disclosure | 7.01 On May 18, 2020, Helix TCS, Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for the first quarter ended March 31, 2020. | ea121990-8k_helixtcsinc.htm |
| 2020-03-31 | 8-K | 2020-03-30 | 7.01 Regulation FD Disclosure | 7.01 On March 30, 2020, Helix TCS, Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for the year ended December 31, 2019. | ea120239-8k_helixtcs.htm |
| 2020-03-10 | 8-K | 2020-03-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 6, 2020, Terence Ferraro resigned as a director of Helix TCS, Inc. (the “Company”). | ea119486-8k_helixtcs.htm |
| 2020-02-14 | 8-K | 2020-02-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. | f8k021020_helixtcsinc.htm |
| 2019-11-26 | 8-K/A | 2019-09-10 | 9.01 Financial Statements and Exhibits | 9.01 Audited financial statements of Green Tree International, Inc. as of and for the years ended December 31, 2018, and the related notes thereto, are included as Exhibit 99.1 and are incorporated herein by reference. | f8k091019a1_helixtcsinc.htm |
| 2019-11-21 | 8-K | 2019-11-15 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The Note represents indebtedness of the Company. 3.02 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. | f8k111519_helixtcsinc.htm |
| 2019-11-14 | 8-K | 2019-11-14 | 7.01 Regulation FD Disclosure | 7.01 On November 14, 2019, Helix TCS, Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for the third quarter ended September 30, 2019. | f8k111419_helixtcs.htm |
| 2019-10-15 | 8-K | 2019-10-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. 3.02 The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. | f8k101119_helixtcs.htm |
| 2019-09-20 | 8-K | 2019-09-16 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. 3.02 The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. | f8k091619_helixtcsinc.htm |
| 2019-09-16 | 8-K | 2019-09-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.01 As previously disclosed in the Current Report on Form 8-K filed by Helix TCS, Inc. (the “Company”) on February 11, 2019 (the “February Form 8-K”), the Company and its wholly-owned subsidiary, Helix Acquisition Sub, Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) on February 5, 2019 with Green Tree International, Inc. (“GTI”) and Steve Janjic, as the representative of the GTI shareholders, pursuant to which Merger Sub, subject to the satisfaction or waiver of specified conditions, was to merge with and into GTI (the “Merger”), with GTI surviving the Merger. 3.02 On September 10, 2019, in connection with closing the Merger, the Company issued 16,765,605 unregistered shares of Company common stock to GTI shareholders, of which 4,140,274 shares were held back to satisfy indemnification obligations in the Merger Agreement, if necessary. 5.02 On September 12, 2019, the Company’s Board of Directors (the “Board”) received the resignation of Patrick Vo as a member of the Board effective immediately. 7.01 On September 12, 2019, the Company issued a press release announcing the closing of the Merger. | f8k091019_helixtcsinc.htm |
| 2019-08-19 | 8-K | 2019-08-15 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 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. 3.02 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. | f8k081519_helixtcsinc.htm |
| 2019-08-14 | 8-K | 2019-08-14 | 7.01 Regulation FD Disclosure | 7.01 On August 14, 2019, Helix TCS, Inc. (the “Company”) released its 2nd Quarter 2019 Investor Deck and Company Overview ("Investor Deck") which it plans to use during future meetings with investors, stockholders, and analysts. | f8k081419b_helixtcsinc.htm |
| 2019-08-14 | 8-K | 2019-08-14 | 7.01 Regulation FD Disclosure | 7.01 On August 14, 2019, Helix TCS, Inc. (the “Company”) issued a press release, which is attached hereto as Exhibit 99.1. | f8k081419a_helixtcsinc.htm |
| 2019-05-16 | 8-K | 2019-05-16 | 7.01 Regulation FD Disclosure | 7.01 On May 16, 2019, Helix TCS, Inc. (the “Company”) issued a press release, which is attached hereto as Exhibit 99.1. | f8k020519b_helixtcsinc.htm |
| 2019-05-15 | 8-K | 2019-05-15 | 7.01 Regulation FD Disclosure | 7.01 On May 15, 2019, the Company released its 1st Quarter 2019 Investor Deck and Company Overview (“Investor Deck”) which it plans to use during future meetings with investors, stockholders, and analysts. | f8k050219a_helixtcsinc.htm |
| 2019-04-18 | 8-K | 2019-04-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k041219_helixtcs.htm |
| 2019-04-04 | 8-K | 2019-04-04 | 7.01 Regulation FD Disclosure | 7.01 On April 4, 2019, Helix TCS, Inc. (the “Company”) issued a press release, which is attached hereto as Exhibit 99.1. | f8k040419_helixtcs.htm |
| 2019-04-03 | 8-K | 2019-04-03 | 7.01 Regulation FD Disclosure | 7.01 On April 3, 2019, the Company released its 4th Quarter 2018 Investor Deck ("Investor Deck") which it plans to use during future meetings with investors, stockholders, and analysts. | f8k0419_helixtcsinc.htm |
| 2019-03-21 | 8-K | 2019-03-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 19, 2019, Helix TCS, Inc. (the “Company”) entered into an executive Employment Agreement (the “Venegas Employment Agreement”) with Zachary L. Venegas, its Chief Executive Officer and Executive Chairman of the Company’s board of directors (the “Board”). | f8k031919_helixtcsinc.htm |
| 2019-03-05 | 8-K | 2019-03-01 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 1.02 The Company previously issued that certain convertible promissory note, dated as of February 13, 2017, issued by the Company to RedDiamond Partners, LLC (“RedDiamond”) in the original aggregate principal amount of $208,333.33 (the “RedDiamond Note”). 2.03 The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. 3.02 The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. | f8k030119_helixtcs.htm |
| 2019-02-25 | 8-K | 2019-02-25 | 7.01 Regulation FD Disclosure | 7.01 On February 25, 2019, Helix TCS, Inc. (the “Company”) issued a press release announcing that Vicente Fox has agreed to join the Company’s board of directors. | f8k022519_helixtcs.htm |
| 2019-02-19 | 8-K | 2019-02-19 | 7.01 Regulation FD Disclosure | 7.01 On February 19, 2019, the Company released its 3rd Quarter 2018 Investor Deck (“Investor Deck”) which it plans to use during future meetings with investors, stockholders, and analysts. | f8k021919_helixtcsinc.htm |
| 2019-02-11 | 8-K | 2019-02-05 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The issuance of shares of the Company’s common stock pursuant to the Merger Agreement, if consummated as described in Item 1.01, will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act because such issuance will not involve a public offering. 7.01 On February 5, 2019, the Company issued a press release announcing the execution of the Merger Agreement. | f8k020519_helixtcs.htm |
| 2018-12-11 | 8-K | 2018-12-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 6, 2018, Daniel J. McMahon notified the Board of Directors (the “Board”) of Helix TCS, Inc. (the “Company”) of his resignation as a member of the Board effective immediately. | f8k120618_helixtcsin.htm |
| 2018-08-13 | 8-K/A | 2018-06-01 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit No. Description 23.1 Consent of EisnerAmper, LLP. | f8k060118a1_helixtcsinc.htm |
| 2018-06-05 | 8-K | 2018-06-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.01 As previously disclosed in the Current Report on Form 8-K filed by Helix TCS, Inc. (the “Company”) on March 8, 2018 (the “March Form 8-K”), the Company and its wholly-owned subsidiary, Helix Acquisition Sub, Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) on March 3, 2018 with Bio-Tech Medical Software, Inc. (“BioTrackTHC”) and Terence J. Ferraro, as the representative of the BioTrackTHC stockholders, pursuant to which MergerSub, subject to the satisfaction or waiver of specified conditions, was to merge with and into BioTrackTHC, with BioTrackTHC surviving the Merger. 3.02 As previously disclosed in the March Form 8-K, the Company was to issue unregistered shares of its common stock to BioTrackTHC stockholders pursuant to the Merger Agreement and assume certain BioTrackTHC options in the Merger. 5.02 In connection with the Merger, the Company’s Board of Directors (the “Board”) increased the number of available positions on the Board to seven and appointed four new directors to the Board. | f8k060118_helixtcsinc.htm |
| 2018-04-25 | 8-K | 2018-04-25 | 8.01 Other Events | f8k042518_helixtcsinc.htm | |
| 2018-03-08 | 8-K | 2018-03-03 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The issuance of shares of the Company’s common stock pursuant to the Merger Agreement, as described in Item 1.01, will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act because such issuance will not involve a public offering. | f8k030318_helixtcs.htm |
| 2018-02-07 | 8-K | 2018-02-01 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth above in Item 1.01 of this Current Report on Form 8-K regarding the Pledge Agreement is incorporated by reference into this Item 2.03. | f8k020118_helixtcsinc.htm |
| 2018-01-05 | 8-K | 2018-01-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (c) Effective January 2, 2018, Scott Ogur was appointed Chief Financial Officer of Helix TCS, Inc. (the “Company”) and as such is the Company’s principal financial and accounting officer. | f8k010218_helixtcs.htm |
| 2017-12-20 | 8-K | 2017-12-18 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 As previously reported, on May 17, 2017, Helix TCS, Inc., a Delaware corporation (the “Company”), RSF4, LLC, a Delaware limited liability company (the “Purchaser”), and Helix Opportunities, LLC, a Delaware limited liability company (“Helix LLC” and, together with the Company and the Purchaser, the “Parties”) entered into that certain Series B Preferred Stock Purchase Agreement (the “Initial Series B Purchase Agreement”) whereby the Company conducted an initial closing of the sale of its Series B Preferred Stock (the “Series B Preferred Stock”) to Purchaser. 3.02 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. 5.03 On December 18, 2017, the Board of Directors of the Company and the sole holder of Series B Preferred Stock of the Company approved Amendment No. 2 to Certificate of Designations, Preferences and Rights of Series B Preferred Stock, $0.001 Par Value Per Share (the “Amended Certificate”), to increase the authorized shares of Series B Preferred Stock from 13,000,000 to 17,000,0000 shares. | f8k121917_helixtcsinc.htm |
| 2017-11-17 | 8-K | 2017-11-16 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k111617_helixtcsinc.htm |
| 2017-11-16 | 8-K | 2017-11-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) As previously disclosed in the Information Statement on Schedule 14C filed by Helix TCS, Inc. (the “Company”) with the Securities and Exchange Commission on October 23, 2017 (the “Information Statement”), the Company’s board of directors and a majority of the stockholders of the Company approved the Helix TCS, Inc. 2017 Omnibus Stock Incentive Plan (the “Plan”). | f8k111217_helixtcsinc.htm |
| 2017-11-08 | 8-K/A | 2017-06-02 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial statements of businesses acquired. | f8k060217a1_helixtcsinc.htm |
| 2017-11-02 | 8-K | 2017-10-31 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 As previously reported, on May 17, 2017, Helix TCS, Inc., a Delaware corporation (the “Company”), RSF4, LLC, a Delaware limited liability company (the “Purchaser”), and Helix Opportunities, LLC, a Delaware limited liability company (“Helix LLC” and, together with the Company and the Purchaser, the “Parties”) entered into that certain Series B Preferred Stock Purchase Agreement (the “Initial Series B Purchase Agreement”) whereby the Company conducted an initial closing of the sale of its Series B Preferred Stock (the “Series B Preferred Stock”) to Purchaser. 3.02 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. | f8k103117_helixtcsinc.htm |
| 2017-10-11 | 8-K | 2017-10-11 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 As previously reported, on May 17, 2017, Helix TCS, Inc., a Delaware corporation (the “Company”), RSF4, LLC, a Delaware limited liability company (the “Purchaser”), and Helix Opportunities, LLC, a Delaware limited liability company (“Helix LLC” and, together with the Company and the Purchaser, the “Parties”) entered into that certain Series B Preferred Stock Purchase Agreement (the “Initial Series B Purchase Agreement”) whereby the Company conducted an initial closing of the sale of its Series B Preferred Stock (the “Series B Preferred Stock”) to Purchaser. 3.02 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. | f8k101117_helixtcs.htm |
| 2017-09-21 | 8-K | 2017-09-15 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 As previously reported, on May 17, 2017, Helix TCS, Inc., a Delaware corporation (the “Company”), RSF4, LLC, a Delaware limited liability company (the “Purchaser”), and Helix Opportunities, LLC, a Delaware limited liability company (“Helix LLC” and, together with the Company and the Purchaser, the “Parties”) entered into that certain Series B Preferred Stock Purchase Agreement (the “Initial Series B Purchase Agreement”) whereby the Company conducted an initial closing of the sale of its Series B Preferred Stock (the “Series B Preferred Stock”) to Purchaser. 3.02 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. 3.03 On September 15, 2017, the Company filed an Amended and Restated Certificate of Designations, Preferences and Rights of Class A Preferred Convertible Super Majority Voting Stock, $0.001 Par Value Per Share with the Secretary of State of the State of Delaware (the “Amended Certificate”), which restates the designations, powers, rights, privileges, preferences and restrictions of the Company’s Class A Preferred Convertible Super Majority Voting Stock by, among other things, renaming such preferred the Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred”). 5.03 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. | f8k091517_helixtcs.htm |
| 2017-08-30 | 8-K | 2017-08-24 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 As previously reported, on May 17, 2017, Helix TCS, Inc., a Delaware corporation (the “Company”), RSF4, LLC, a Delaware limited liability company (the “Purchaser”), and Helix Opportunities, LLC, a Delaware limited liability company (“Helix LLC” and, together with the Company and the Purchaser, the “Parties”) entered into that certain Series B Preferred Stock Purchase Agreement (the “Initial Series B Purchase Agreement”) whereby the Company conducted an initial closing of the sale of 7,318,084 shares of its Series B Preferred Stock to the Purchaser for the following consideration: (i) the conversion of an outstanding note in the principal aggregate amount of $500,000 at a price per share equal to $0.3245385, and (ii) $1,875,000 in cash. 3.02 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. 5.03 On August 24, 2017, the Board of Directors of the Company approved the Amendment No. 1 to Certificate of Designations, Preferences and Rights of Series B Preferred Stock, $0.001 Par Value Per Share (the “Amended Certificate”), to increase the authorized shares of Series B Preferred Stock from 9,000,000 to 13,000,000 shares. | f8k082417_helixtcsinc.htm |
| 2017-08-02 | 8-K | 2017-07-28 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 As previously reported, on May 17, 2017, Helix TCS, Inc. (the “Company”), RSF4, LLC, a Delaware limited liability company (the “Purchaser”), and Helix Opportunities, LLC, a Delaware limited liability company (“Helix LLC” and, together with the Company and the Purchaser, the “Parties”) entered into that certain Series B Preferred Stock Purchase Agreement (the “Initial Series B Purchase Agreement”) whereby the Company conducted an initial closing of the sale of 7,318,084 shares of its Series B Preferred Stock to the Purchaser for the following consideration: (i) the conversion of an outstanding note in the principal aggregate amount of $500,000, and (ii) $1,875,000 in cash. 3.02 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. | f8k072817_helixtcsinc.htm |
| 2017-06-21 | 8-K | 2017-05-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 31, 2017, the Board of Directors (the “Board”) of Helix TCS, Inc. (the “Company”) appointed Scott Ogur as director of the Company, effective immediately. | f8k053117_helixtcsinc.htm |
| 2017-06-08 | 8-K | 2017-06-02 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.01 As described in Item 1.01, on June 2, 2017, as a result of the Purchase Agreement Security Grade became a wholly-owned subsidiary of the Company. 3.02 The information described in Item 1.01 is incorporated by reference into this Item 3.02. | f8k060217b_helixtcsinc.htm |
| 2017-06-07 | 8-K | 2017-06-07 | 7.01 Regulation FD Disclosure | 7.01 Helix TCS, Inc. (the “Company”) has prepared presentation materials (the “Investor Presentation”) that management intends to present at the 2017 LD Micro Invitational Investor Conference on June 7, 2017 about the Company’s operations and performance. | f8k060617a_helixtcsinc.htm |
| 2017-05-19 | 8-K | 2017-05-15 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 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 pursuant to which the Company set forth the designation, powers, rights, privileges, preferences and restrictions of the Company’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred”). 5.03 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. | f8k051517_helixtcsinc.htm |
| 2017-05-11 | 8-K | 2017-05-08 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. | f8k050817_helixtcsinc.htm |
| 2017-05-01 | 8-K | 2017-04-26 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 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. 3.02 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. | f8k042617_helixtcsinc.htm |
| 2017-02-24 | 8-K/A | 2017-02-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On February 13, 2017, Helix TCS, Inc. (the “Company” or “we”) and RedDiamond Partners LLC (“Holder”) entered into two secured convertible promissory notes totaling $208,333.33, an Investment Agreement (Exhibit 10.6), a Registration Rights Agreement (Exhibit 10.4), a Securities Purchase Agreement (Exhibit 10.10), a Subsidiary Guarantee (Exhibit 10.7), and a Security Agreement (Exhibit 10.9) (altogether, the “Transaction Documents”). 2.03 See the disclosures under Item 1.01 of this Current Report on Form 8-K, incorporated herein by this reference. 3.02 The Company and the Holder executed the Securities Purchase Agreement (“SPA”) in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. | helix8kamendfeb2017.htm |
| 2017-02-22 | 8-K | 2017-02-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On February 13, 2017, Helix TCS, Inc. (the “Company” or “we”) executed a secured 10% convertible promissory note of the Company with a single note holder (“Holder”), in the principal amount of US$183,333.33 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Notes”), upon the terms and subject to the limitations and conditions set forth in such Notes. | helix8kfeb222017.htm |
| 2017-02-16 | 8-K | 2017-01-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On January 30, 2017 and February 13, 2017, Helix TCS, Inc. (the "Company" or "we") executed unsecured 8% promissory notes of the Company with a single note holder ("Holder"), in the aggregate principal amount of US$255,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "Notes"), upon the terms and subject to the limitations and conditions set forth in such Notes. | helix8kfeb162017.htm |
| 2017-01-10 | 8-K | 2016-12-31 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 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. 3.02 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. | helix8kconversion.htm |