8-K

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): May 18, 2020

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)

10200 E. Girard Avenue, Suite B420

Denver, CO 80231

(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
Common Stock	HLIX	OTCQB

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 7.01. Regulation FD Disclosure.

On May 18, 2020, Helix TCS, Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for the first quarter ended March 31, 2020. On May 18, 2020 at 5:30pm Eastern Time, the Company will host a conference call to discuss these financial results and provide other corporate updates. The press release is attached hereto as Exhibit 99.1.

On May 18, 2020, the Company also released its 1^st Quarter 2020 Investor Deck (“Investor Deck”) which it plans to use during future meetings with investors, stockholders, and analysts. The Investor Deck is attached hereto as Exhibit 99.2. The Company does not intend to file any update to this investor presentation and the fact that the Investor Deck is being furnished should not be deemed an admission as to the materiality of any information contained in the presentation.

The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 18, 2020
99.2	1st Quarter 2020 Investor Deck

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: May 18, 2020	/s/ Scott Ogur
	Scott Ogur
	Chief Financial Officer

2

EX-99.1

Exhibit 99.1

Helix Technologies Announces Q1 2020 Results, Delivers 35% Increase in Revenue, 69% Improvement in Cash Flows from Operations and targets profitability

Denver, CO, May 18, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Helix Technologies, Inc, (OTCQB:HLIX) (the “Company”) today reported its results for the first quarter of 2020. The Company will be hosting an earnings call this afternoon at 5:30pm eastern time. Call info can be found at the bottom of this release.

“As always, we have continued to execute on our strategy, outgrowing competitors while cutting costs and expanding our footprint even in the face of unprecedented market conditions.” said Helix Technologies CEO and Executive Chairman Zachary L. Venegas.  “In Q1, we capitalized on the momentum we gained in 2019 and made further strides towards positive cash flow and maintained market share leadership while delivering new products and upgrading our legacy products.

Highlights of Q1 Include:

● Grew revenue to $4.6mm, a 35% increase over Q1 2019

● Improved gross profit 58% to $2.3mm

● Overall gross margin was 50%, software gross margin was 70%

● Adjusted EBITDA¹ improved to nearly breakeven at ($79k) from a loss of ($1.0mm) in Q1 2019

● Improved cash flow from operations 69% from Q1 2019

● Software revenue increased 30% from 2019 to $2.8mm

● Software gross profit increased nearly 50% to $2.0mm 

● Showed steady Q/Q growth in revenue, gross profit, and cash flow from operations

● Increased security guarding and monitoring revenue 33% from Q1 2019

● Extended and expanded multiple state contracts

● Exceeded 100 monthly recurring Cannalytics users in only 60 days

● Expanded international footprint to South Africa and The Netherlands

● Became first Seed-to-Sale provider to complete SOC 2 Type II Audit

Following on the heels of a record breaking 2019, Helix continued to grow rapidly in 2020 with enhanced business lines, increased revenue, expanding margins, and rapidly improving cash from operations.  With annualized software revenues in excess of $10mm, Helix has established itself as the dominant player in the space.  Helix grew substantially in the face of a global pandemic and economic crash, positioning itself for a post-Covid resurgence.

Notes:

¹  We define Adjusted EBITDA as net loss before income tax expense, other income (loss), interest expense, depreciation and amortization expense, share based compensation expense, other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any, and other gains and losses associated with the mark to market of our convertible notes, contingent liabilities and warrant liabilities. From time to time, we may exclude from Adjusted EBITDA the impact of certain events, gains, losses or other charges that affect the period-to-period comparability of our operating performance. This measure should not be considered a substitute for operating loss, net loss, or net cash provided by operating activities that we have reported in accordance with GAAP.

Conference Call Info:

We recommend calling in approximately 10 minutes prior to the start of the call.  There will be live Q&A on the call; questions can also be submitted ahead of time or during the call to ir@helixtechnologies.com. 

Interested parties can participate in the call using the following information:

● Time: Monday, May 18 2020, 5:30 p.m. EDT 

● Attendee Dial In:  866-342-8588 or 203-518-9865

● Passcode or ID:  43549

If you can’t make the live call, a recording will be available here

Sign up for Helix Technologies Investor Updates here. 

Forward-Looking Statements

Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements.  Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: our ability to fund our operations and pay any outstanding debt; fluctuations in our financial results; general economic risks; the volatile nature of the market for our products and services and other factors that could impact our anticipated growth; our ability to manage our growth; changes in laws and regulations regarding the cannabis industry and service providers in the cannabis industry; reliance on key personnel; our ability to compete effectively; security and other risks associated with our business; intellectual property risks; and other risk factors set forth from time to time in our SEC filings.  Helix Technologies assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

About Helix Technologies, Inc.

Helix Technologies, Inc. (OTCQB: HLIX) is the leading provider of critical infrastructure services, helping owners and operators of licensed cannabis businesses stay competitive and compliant while mitigating risk. Through its proprietary technology suite and security services, Helix Technologies provides comprehensive supply chain management, compliance tools, and asset protection for any license type in any regulated cannabis market.  While Helix provides services to the Cannabis and Hemp Industries, the Company does not deal directly with the plant or any derivative products. Helix Technologies’ products reach over 2,000 customer locations in 38 states and 9 countries and has processed over $20 billion in cannabis sales. For more information on Helix Technologies and to sign up for investor updates, visit us at www.helixtechnologies.com. and follow us on Facebook, Twitter and LinkedIn. Sign up for the CannaPulse Newsletter for legislative changes, software updates and more.

Media Contact:

Colt Peterson

Helix Technologies, Inc.

303-324-1022

press@helixtechnologies.com 

IR Contact:

Scott Ogur, CFA

Helix Technologies, Inc.

ir@helixtechnologies.com

EX-99.2

Exhibit 99.2

CRITICAL INFRASTRUCTURE SERVICES FOR THE CANNABIS INDUSTRY INVESTOR DECK Q1 2020

This presentation may contain “Forward Looking Statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. "Forward - looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future,” "plan" or "planned,” "will" or "should,” "expected,” "anticipates,” "draft,” "eventually" or "projected.” You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward - looking statements, including the risk that actual results may differ materially from those projected in the forward - looking statements as a result of various factors, risks that we may not realize the anticipated benefits of acquisitions we may make or plan to make, and other risks identified in the Company’s 10 - K for the fiscal year ended December 31, 2019 and other filings made by the Company with the Securities and Exchange Commission. FORWARD LOOKING STATEMENTS

Key Career Accomplishments Proven team with a demonstrated track record in venture capital companies, specializing in frontier markets and global M&A. Zachary Venegas and Scott Ogur founded Helix Technologies and within four years have: ● Executed a successful, non - dilutive, reverse merger ● Uplisted to the OTCQB ● Completed multiple successful acquisitions ● Built quarterly revenue to $4.6MM ● Became an industry leader in: ○ Seed to sale tracking & dispensary point of sale (U.S.) ○ Government traceability technology ○ Licensed wholesale technology ○ Security services The addition of Mr. Toler brings critical data and capital markets experience to the executive leadership team. Zachary L Venegas Executive Chairman & CEO EXECUTIVE LEADERSHIP Scott Ogur, CFA CFO Garvis W Toler III President of Data Services

CANNABIS MARKET OVERVIEW $13+ Billion Domestic Cannabis industry in 2019 $30+ Billion US Cannabis Industry in 2025 $66+ Billion Global Cannabis Sales by 2025 As markets emerge, we predict Central/South America will become a large export hub due to low costs and favorable conditions. As interstate and international commerce expand, unique problems will arise such as tax compliance across borders and supply chain audits to ensure consumer safety.

CANNABIS SPECIFIC PROBLEMS Traceability Cole Memorandum (still de facto position of the Federal Govt) dictates that states take action to avoid diversion to the black market Consumer Safety Recent “vape crisis” has highlighted the need and desire for transparency in the supply vertical Tax Compliance “All Cash” nature of the business has raised concerns about States collecting the correct amount of tax revenue Future Challenges As interstate and international commerce become commonplace, new, unique problems will arise such as cross border tax compliance

HELIX TECHNOLOGIES PRODUCT SUITE Seed - to - Sale Inventory Management Full Vertical Govt and Commercial Solutions Tracked over $20Bn in transactions System Design and Install Video Monitoring Cloud Based Video Data API Integration First compliant wholesale marketplace Partnered with DAMA Financial Enables safe and legal wholesale transactions Data Analysis & Machine Learning Provides business intelligence Financial and operating trends/projections Seamless integration with BioTrack

“Industry leading seed - to - sale software” BioTrack has commercial clients in 34 States, Washington DC and the island of Puerto Rico. Internationally we have clients in Jamaica, Canada, Colombia, Australia, the United Kingdom, and New Zealand. With more than a decade of experience across every legal jurisdiction, Helix Technologies has unmatched insights into the cannabis industry and the needs of operators.

Of cannabis retailers nationwide use BioTrack point - of - sale #1 POS platform in 2018 and 2019 confirmed by independent Cannabiz Media Study 24 % Large and dedicated user base already on the Helix Technologies platform. Over 2,300 commercial customers already trust BioTrack. 8/10 of the largest MSOs use BioTrack to manage their inventory Large, professional client base means that we grow with the industry. Well Capitalized clients reduce risk. 80 % These eight existing clients added 86 new licenses in 2019. As the industry consolidates and MSOs continue to grow, so do we. BioTrack has customers in every legal US State plus 8 other countries USA, Canada, Jamaica, South Africa, UK, Australia, Colombia, The Netherlands, South Africa, 100 % Wherever the cannabis industry goes, BioTrack goes with it. As momentum towards global decriminalization continues, our software will be there.

Data product generating value to the entire supply vertical resulting in the largest unique data set in the industry ○ Serves a broad client base and capable of generating revenue from clients at every level of the supply chain Largest proprietary data set in the space ○ Provides insights into trends as they materialize in emerging markets, valuable to both brands and investors looking to maximize returns in nascent markets ○ Real time capabilities can provide hedge funds and institutional clients the competitive edge, especially as hemp and cannabis move towards commodity status Business intelligence product already servicing a needy market ○ Strong user adoption in early stages signals high demand ○ Nimble development team and strong industry ties create a product based on market demand that can outmaneuver competitors ○ Large, easily addressable market in existing 2,300 BioTrack Customers

Broader Applications Data Sources ○ BioTrack ○ Exchange ○ Security (Video Analytics ) Business Solutions ○ Predictive Analytics ○ Local Market Analysis ○ Proactive Alerts

“Only fully compliant cannabis exchange” Transactions happen in real time creating an efficient market that automatically handles reporting and compliance requirements for every jurisdiction ○ BioTrack integration enables end - to - end compliant reporting ○ Transparent marketplace prevents diversion and black - market transactions and enables regulators to easily audit platform Exclusive DAMA Financial payment solution ○ Fully compliant banking solution ensures only licensed, legitimate businesses can transact ○ Thorough onboarding process screens out illegitimate actors ○ 50 state solution for federally legal hemp businesses Captures valuable wholesale transaction data ○ B2B transactions represent the most valuable and least available data in the industry ○ Future opportunities include import / export trading facilitating cross boarder transactions

Security system design and installation business fueled by growing legal markets and strict regulatory requirements ○ Engage clients by assisting with the license application ○ Specify cloud video in applications to generate MRR from newly licensed business ○ Cross - sell virtual guarding as a less expensive (higher margin) alternative to guards Virtual Guarding ○ Protects business from internal and external threats ○ Proven to decrease law enforcement response time ○ Lowers liability for clients compared to armed personnel on site ○ Clients from Massachusetts to California Integration with BioTrack Software ○ Software integration agreements in place with leading VMS vendors ○ Enables Helix Technologies to offers video verified compliance audits

● First seed to sale company to successfully complete the SOC 2 Type II Audit ● Surpassed 100 Cannalytics clients ● Expanded operations into The Netherlands and South Africa ● Improved cash flow from operations 69% from Q1 2019 ● Software Adjusted EBITDA of $790k Q1 OPERATIONAL HIGHLIGHTS

Total revenues increased 35% year over year to $4.6 million Q1 REVENUE GROWTH

Gross profit for the quarter was $2.3 million, a 50% gross margin Q1 GROSS MARGIN

Learn more about Helix Technologies at www.helixtechnologies.com . View filings, sign up for investor updates and more at helixtechnologies.com/investor - relations . Investor Relations Colt Peterson ir@helixtechnologies.com (303) 324 - 1022 INVESTOR RESOURCES