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HELIX TCS, INC. : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

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05/19/2017 | 10:59pm CEST

Item 3.03 Material Modification to Rights of Security Holders

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"). The Series B Preferred is convertible into the Company's common stock ("Common Stock") at the holder's option at any time after May 12, 2018 and automatically converts into Common Stock at any time after May 12, 2018 upon either the affirmative vote of a majority of Series B Preferred holders or a "Qualified Initial Public Offering" of the Company's securities, as defined in the Certificate of Designations.

The number of shares of the Common Stock to which a holder of the Series B Preferred shall be entitled upon conversion shall be the product obtained by multiplying the Preferred Conversion Rate, as defined below, then in effect by the number of shares of the Series B Preferred Stock being converted. The conversion rate in effect at any time for conversion of the Series B Preferred Stock (the "Preferred Conversion Rate") shall be the quotient obtained dividing the Preferred Stock Original Issue Price (as defined in the Certificate of Designations) by the preferred stock conversion price which shall initially be equal to the Preferred Stock Original Issue Price, for an effective initial conversion ratio equal to 1:1, subject to adjustment.

The Series B Preferred shall vote together with the Common Stock and all other classes and series of stock of the Company as a single class on all actions to be taken by the stockholders of the Company including, but not limited to, actions amending the Certificate of Incorporation of the Company to increase the number of authorized shares of the Common Stock. Each holder of shares of the Series B Preferred shall be entitled to the number of votes equal to the number of shares of the Common Stock into which such shares of the Series B Preferred are then convertible. For so long as any the shares of the Series B Preferred remain outstanding, in addition to any other vote or consent required by the Company's Certificate of Incorporation or bylaws, the vote or written consent of the holders of at least a majority of the outstanding shares of the Series B Preferred, voting or consenting together as a separate class, shall be necessary for authorizing, effecting or validating certain transactions as further described in the Certificate of Designations.

Additionally, the Series B Preferred holders may elect a Director to sit on the Company's Board of Directors.

The above description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by the full text of the forms of the Certificate of Designations, which is attached as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits



Exhibit No.   Description
3.1*            Form of Series B Preferred Stock Certificate of Designations




*  filed herewith



2

© Edgar Online, source Glimpses

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Managers
NameTitle
Zachary L. Venegas Chief Executive Officer
Grant Whitus Chief Operating Officer
Chase Beck Chief Technology Officer
Jennifer Beck Chief Marketing Officer
John DeLue Head -Compliance & Quality Control
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