UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 9, 2020
| HELIX TECHNOLOGIES, INC. | ||
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-55722 | 81-4046024 | ||
|
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer
ID Number) |
|
5300 DTC Parkway, Suite 300 Greenwood Village, CO 80111 |
| (Address of principal executive offices) |
Registrant’s telephone number, including area code (720) 328-5372
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On July 9, 2020, Helix Technologies, Inc. (the “Company”) entered into a First Amendment to 10% Fixed Convertible Promissory Note to the note dated October 11, 2019. The amendment reduces the “guaranteed” interest rate from 10% to 9% per annum, the conversion price was reduced to the lesser of $0.11 or 70% of the average of the five lowest daily VWAPs of the Company’s common stock during the 15 consecutive trading days prior to the date on which the holder elects to convert all or part of the note and the maturity date is extended to June 26, 2021.
On July 9, 2020, the Company entered into a First Amendment to 10% Fixed Convertible Promissory Note to the note dated December 26, 2019. The amendment reduces the “guaranteed” interest rate from 10% to 9% per annum, the conversion price was reduced to the lesser of $0.11 or 70% of the average of the five lowest daily VWAPs of the Company’s common stock during the 15 consecutive trading days prior to the date on which the holder elects to convert all or part of the note and the maturity date is extended to June 26, 2021.
On July 9, 2020, the Company entered into a Second Amendment to September 16, 2019 Fixed Convertible Promissory Note. The amendment reduces the “guaranteed” interest rate from 10% to 9% per annum, the conversion price was reduced to the lesser of $0.11 or 70% of the average of the five lowest daily VWAPs of the Company’s common stock during the 15 consecutive trading days prior to the date on which the holder elects to convert all or part of the note and the maturity date is extended to April 11, 2021.
On July 9, 2020, the Company entered into a Second Amendment to August 15, 2019 Fixed Convertible Promissory Note. The amendment reduces the “guaranteed” interest rate from 10% to 9% per annum, the conversion price was reduced to the lesser of $0.11 or 70% of the average of the five lowest daily VWAPs of the Company’s common stock during the 15 consecutive trading days prior to the date on which the holder elects to convert all or part of the note and the maturity date is extended to April 11, 2021.
The foregoing summaries of the material terms of the amendments are subject to the full and complete terms of the amendments attached hereto as Exhibits 10.56 to 10.59, which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| * | Certain confidential information contained in this agreement has been omitted because it is not material and would be competitively harmful if publicly disclosed. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HELIX TCS, INC. | |
| Date: July 13, 2020 | /s/ Scott Ogur |
| Scott Ogur | |
| Chief Financial Officer |
2
Exhibit 10.56
REDACTED VERSION: Certain identified information has been excluded pursuant to Regulation S-K, Item 601(b)(10) because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
FIRST AMENDMENT TO
10% FIXED CONVERTIBLE PROMISSORY NOTE
THIS FIRST AMENDMENT TO 10% FIXED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into this ____ day of July 2020, by and between HELIX TECHNOLOGIES, INC. (the “Company”), and [***] (“Lender”).
RECITALS
A. The Company and the Lender are parties to a 10% Fixed Convertible Promissory Note, subsequently adjusted to 12% subject to Section 4.00(d) (the “Agreement”), signed October 11, 2019 in the face amount of $450,000.
B. The Company and the Lender desire to amend the Agreement upon the terms and subject to the conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals, the mutual covenants and agreements set forth herein, and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. As of the date of this Amendment the “guaranteed” interest is lowered from 10% to 9% per annum.
2. Each party agrees that the Principal Amount, including accrued interest, as of the date of this Amendment, is $504,000.
3. The definition of “Conversion Price” is deleted and replaced with the following:
“Conversion Price is the lesser of $0.11 or 70% of the average of the five lowest daily VWAPs of the Company’s common stock during the 15 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note.”
4. The definition of “Maturity Date” is deleted and replaced with the following:
“Maturity Date” shall be April 11, 2021.”
5. The Company and Lender mutually agree that the Terms of Future Financings detailed in section 4.00(d) of the Agreement will apply prospectively from the date of this Amendment for points 1 and 3 above.
6. Except as specifically amended or modified by this Amendment, the terms and conditions of the Agreement shall remain unimpaired, unaffected and unchanged in every particular as set forth therein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.
7. This Amendment may be executed in several counterparts and delivered by electronic transmission, each of which shall be deemed an original, but which counterparts shall together constitute one and the same Amendment.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered as of the date first written above.
| HELIX TECHNOLOGIES, INC. | ||
| By: | ||
| Scott Ogur, CFO | ||
| LENDER: | ||
| [***] | ||
| By: | ||
| Name: | ||
| Title: | ||
Exhibit 10.57
REDACTED VERSION: Certain identified information has been excluded pursuant to Regulation S-K, Item 601(b)(10) because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
FIRST AMENDMENT TO
10% FIXED CONVERTIBLE PROMISSORY NOTE
THIS FIRST AMENDMENT TO 10% FIXED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into this ____ day of July 2020, by and between HELIX TECHNOLOGIES, INC. (the “Company”), and [***] (“Lender”).
RECITALS
A. The Company and the Lender are parties to a 10% Fixed Convertible Promissory Note, subsequently adjusted to 12% subject to Section 4.00(d) (the “Agreement”), signed December 26, 2019 in the face amount of $210,526.32.
B. The Company and the Lender desire to amend the Agreement upon the terms and subject to the conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals, the mutual covenants and agreements set forth herein, and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. As of the date of this Amendment the “guaranteed” interest is lowered from 10% to 9% per annum.
2. Each party agrees that the Principal Amount, including accrued interest, as of the date of this Amendment, is $235,789.
3. The definition of “Conversion Price” is deleted and replaced with the following:
“Conversion Price is the lesser of $0.11 or 70% of the average of the five lowest daily VWAPs of the Company’s common stock during the 15 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note.”
4. The definition of “Maturity Date” is deleted and replaced with the following:
“Maturity Date” shall be June 26, 2021.”
5. The Company and Lender mutually agree that the Terms of Future Financings detailed in section 4.00(d) of the Agreement will apply prospectively from the date of this Amendment for points 1 and 3 above.
6. Except as specifically amended or modified by this Amendment, the terms and conditions of the Agreement shall remain unimpaired, unaffected and unchanged in every particular as set forth therein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.
7. This Amendment may be executed in several counterparts and delivered by electronic transmission, each of which shall be deemed an original, but which counterparts shall together constitute one and the same Amendment.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered as of the date first written above.
| HELIX TECHNOLOGIES, INC. | ||
| By: | ||
| Scott Ogur, CFO | ||
| LENDER: | ||
| [***] | ||
| By: | ||
| Name: | ||
| Title: | ||
Exhibit 10.58
REDACTED VERSION: Certain identified information has been excluded pursuant to Regulation S-K, Item 601(b)(10) because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
SECOND AMENDMENT TO SEPTEMBER 16, 2019
FIXED CONVERTIBLE PROMISSORY NOTE
THIS SECOND AMENDMENT TO THE SEPTEMBER 16, 2019 FIXED CONVERTIBLE PROMISSORY NOTE (this "Amendment") is made and entered into this ____ day of July 2020, by and between HELIX TECHNOLOGIES, INC. (the "Company"), and [***] ("Lender").
RECITALS
A. The Company and the Lender are parties to a 10% Fixed Convertible Promissory Note, subsequently adjusted to 12% subject to Section 4.00(d) (the "Agreement"), signed September 16, 2019 and the First Amendment to the Agreement dated June 16, 2020.
B. The Company and the Lender desire to further amend the Agreement upon the terms and subject to the conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals, the mutual covenants and agreements set forth herein, and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. As of the date of this Amendment the “guaranteed” interest is lowered from 10% to 9% per annum.
2. Each party agrees that the Principal Amount, including accrued interest, as of the date of this Amendment, is $153,890.
3. The definition of “Conversion Price” is deleted and replaced with the following:
“Conversion Price is the lesser of $0.11 or 70% of the average of the five lowest daily VWAPs of the Company’s common stock during the 15 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note.”
4. The definition of “Maturity Date” is deleted and replaced with the following:
“Maturity Date” shall be April 11, 2021.”
5. The Company and Lender mutually agree that the Terms of Future Financings detailed in section 4.00(d) of the Agreement will apply prospectively from the date of this Amendment for points 1 and 3 above.
6. Except as specifically amended or modified by this Amendment, the terms and conditions of the Agreement shall remain unimpaired, unaffected and unchanged in every particular as set forth therein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.
7. This Amendment may be executed in several counterparts and delivered by electronic transmission, each of which shall be deemed an original, but which counterparts shall together constitute one and the same Amendment.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered as of the date first written above.
| HELIX TECHNOLOGIES, INC. | ||
| By: | ||
| Scott Ogur, CFO | ||
| LENDER: | ||
| [***] | ||
| By: | ||
| Name: | ||
| Title: | ||
Exhibit 10.59
REDACTED VERSION: Certain identified information has been excluded pursuant to Regulation S-K, Item 601(b)(10) because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
SECOND AMENDMENT TO AUGUST 15, 2019
FIXED CONVERTIBLE PROMISSORY NOTE
THIS SECOND AMENDMENT TO THE AUGUST 15, 2019 FIXED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into this ____ day of July 2020, by and between HELIX TECHNOLOGIES, INC. (the “Company”), and [***] (“Lender”).
RECITALS
A. The Company and the Lender are parties to a 10% Fixed Convertible Promissory Note, subsequently adjusted to 12% subject to Section 4.00(d) (the “Agreement”), signed August 15, 2019 and the First Amendment to the Agreement dated June 16, 2020.
B. The Company and the Lender desire to further amend the Agreement upon the terms and subject to the conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals, the mutual covenants and agreements set forth herein, and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. As of the date of this Amendment the “guaranteed” interest is lowered from 10% to 9% per annum.
2. Each party agrees that the Principal Amount, including accrued interest, as of the date of this Amendment, is $48,000.
3. The definition of “Conversion Price” is deleted and replaced with the following:
“Conversion Price is the lesser of $0.11 or 70% of the average of the five lowest daily VWAPs of the Company’s common stock during the 15 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note.”
4. The definition of “Maturity Date” is deleted and replaced with the following:
“Maturity Date” shall be April 11, 2021.”
5. The Company and Lender mutually agree that the Terms of Future Financings detailed in section 4.00(d) of the Agreement will apply prospectively from the date of this Amendment for points 1 and 3 above.
6. Except as specifically amended or modified by this Amendment, the terms and conditions of the Agreement shall remain unimpaired, unaffected and unchanged in every particular as set forth therein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.
7. This Amendment may be executed in several counterparts and delivered by electronic transmission, each of which shall be deemed an original, but which counterparts shall together constitute one and the same Amendment.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered as of the date first written above.
| HELIX TECHNOLOGIES, INC. | ||
| By: | ||
| Scott Ogur, CFO | ||
| LENDER: | ||
| [***] | ||
| By: | ||
| Name: | ||
| Title: | ||