UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2017
| | Helix TCS, 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)) |
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. ☐
Explanatory Note
This Form 8-K/A is filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Helix TCS, Inc. (the “Company”) on June 8, 2017 (the “Original 8-K”). Pursuant to the terms of the Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among the Company, Security Grade Protective Services, LTD (“Security Grade”), and the following members of Security Grade, each, an individual: Derek Porter, David Beckett, Guy Cerasoli, David Keyes, Ryan Shields, and Mark Mergo (such members, collectively, the “Sellers”), on June 2, 2017, the Company purchased from the Sellers 100% of the membership interests of Security Grade, comprised of both Class A and Class B Units in exchange for the consideration outlined in the Original 8-K.
This Amendment No. 1 amends and supplements Item 9.01 of the Original 8-K to include the financial information required under Item 9.01, which was not previously filed with the Original 8-K. Except as stated in this Explanatory Note, no other information contained in the Original 8-K is changed.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The required audited financial information of Security Grade is included as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.
(b) Pro forma financial information.
The required unaudited pro forma financial information of the Company and Security Grade is included as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference.
(d) Exhibits.
*Filed herewith
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: November 8, 2017 | /s/ Zachary L. Venegas |
| | Zachary L. Venegas |
| | Chief Executive Officer |
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