Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 2.01 of this Current Report on Form 8-K
regarding the Merger Agreement and BioTrackTHC Stock Plan (as such terms are
defined in Item 2.01 below) is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
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. On June 1, 2018,
the Company closed the Merger. Affiliates of Rose Capital Fund I GP, LLC, the
manager of RSF4, LLC which owns all of the Company's Series B preferred stock
and approximately 1,244,000 shares of Company common stock, received
consideration in the Merger on the same terms as all other BioTrackTHC
stockholders and as disclosed in the March From 8-K. In connection with closing,
the Company also assumed the Bio-Tech Medical Software, Inc. 2014 Stock
Incentive Plan ("BioTrackTHC Stock Plan"), pursuant to which options exercisable
for 8,132,410 shares of Company common stock are outstanding. The foregoing
description of the BioTrackTHC Stock Plan is qualified in its entirety by
reference to the BioTrackTHC Stock Plan, a copy of which is attached hereto as
Exhibit 10.32 and incorporated herein by reference.
For more information on the Merger and the Merger Agreement, see the March Form
8-K, which is incorporated into this Item 2.01 by reference. The Merger
Agreement and a copy of the press release regarding the Merger, are filed as
Exhibits 2.1 and 99.1, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
Item 3.02. Unregistered Sale of Equity Securities.
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. On
June 1, 2018, in connection with closing the Merger, the Company issued
38,184,985 unregistered shares of Company common stock to BioTrackTHC
stockholders, of which 1,852,677 shares were held back to satisfy
indemnification obligations in the Merger Agreement, if necessary. The Company
also assumed options exercisable for 8,132,410 shares of Company common stock
under the BioTrackTHC Stock Plan.
The issuances of the Company's common stock in connection with the Merger were
not registered under the Securities Act of 1933, as amended (the "Securities
Act"), in reliance of the exemption from registration provided by
Section 4(a)(2) of the Securities Act because such issuance does not involve a
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors
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. Effective June 1, 2018, Terence J. Ferraro,
Daniel J. McMahon, Andrew Schweibold and Patrick Vo became directors of the
Company, to hold office until the Company's next annual meeting of stockholders
or until their successors are duly elected and qualified. Messrs. Ferraro and Vo
will also continue their positions as Chief Software Architect and President and
Chief Executive Officer of BioTrackTHC, respectively.
Other than the Merger and the continued employment positions set forth above,
there have been no transactions in which the Company has participated and in
which any of the new directors had a direct or indirect material interest that
would be required to be disclosed under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
a) Financial Statements of Businesses Acquired.
To the extent required, the Company intends to file the financial statements
required by Item 9.01(a) as part of an amendment to this Current Report on
Form 8-K no later than 71 calendar days after the required filing date for this
Current Report on Form 8-K.
(b) Pro Forma Financial Information.
To the extent required, the Company intends to file the pro forma financial
information required by Item 9.01(b) as part of an amendment to this Current
Report on Form 8-K no later than 71 days after the required filing date for this
Current Report on Form 8-K.
Exhibit No. Description
2.1* Agreement and Plan of Merger by and among Helix TCS, Inc., Helix
Acquisition Sub, Inc., Bio-Tech Medical Software, Inc. and Terence
J. Ferraro, as the Securityholder Representative, dated March 3,
10.32# Bio-Tech Medical Software, Inc. 2014 Stock Incentive Plan.
99.1 Press release dated June 4, 2018.
* The schedules and exhibits of the Merger Agreement have been omitted
pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish
a copy of any schedule or exhibit omitted from the filed Merger Agreement to
the Securities and Exchange Commission upon request.
# Management contract or compensatory plan.
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