HELIX TECHNOLOGIES, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 1, 2020 and June 2, 2020, Helix Technologies, Inc., a Delaware corporation (the "Company"), entered into subscription agreements (the "June Subscription Agreements") with a total of 23 accredited investors (the "June Investors"). Pursuant to the June Subscription Agreements, the June Investors purchased 7,527,157 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), for an aggregate purchase price of $827,987, or $0.11 per share.

Previously, on May 20, 2020 and May 21, 2020, the Company entered into subscription agreements (the "May Subscription Agreements," and together with the June Subscription Agreements, the "Subscription Agreements") with a total of three accredited investors (the "May Investors," and together with the June Investors, the "Investors"). Pursuant to the May Subscription Agreements, the May Investors purchased 3,636,364 shares of Common Stock, for an aggregate purchase price of $400,000, or $0.11 per share.

The foregoing descriptions of the Subscription Agreements do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Subscription Agreements, the form of which is attached hereto as Exhibit 10.55 and incorporated herein by reference

Item 3.02. Unregistered Sales of Equity Securities.

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.

The shares of Common Stock issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are "restricted securities" as that term is defined by Rule 144 promulgated under the Securities Act.

The Company issued the shares of Common Stock to the Investors in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each Investor represented to the Company that it was an "accredited investor" as defined in Rule 501(a) under the Securities Act and that such Investor's shares of Common Stock were being acquired for investment purposes.

Item 3.03 Material Modification to Rights of Security Holders.

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.

Pursuant to the provisions of the Company's Certificate of Incorporation, the issuance of shares of Common Stock to the Investors pursuant to the Subscription Agreements at a purchase price of $0.11 per share resulted in an adjustment of the conversion prices of the Company's Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), and the Company's Series B Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), as follows:

· the conversion price for the Series A Preferred Stock was decreased from

$0.3253815 to $0.3110812, resulting in the number of shares of Common Stock

issuable upon conversion increasing from 1,000,000 to 1,045,970; and

· the conversion price for the Series B Preferred Stock was decreased from

$0.3253815 to $0.3110812, resulting in the number of shares of Common Stock

issuable upon conversion increasing from 13,784,201 to 14,417,856.

Item 9.01. Financial Statements and Exhibits.

  (d) Exhibits





Exhibit No.   Description

10.55           Form of Subscription Agreement.

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