Helix Technologies Inc. (fka HLIX)

[IronNippalz]

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http://ih.advfn.com/p.php?pid=nmona&cb=1258872310&article=40384141&symbol=NB^SPKL

All of the holders were issued warrants when they originally purchased their shares of Preferred Stock. Such warrants were exercisable at $1.60 per share and expired December 14, 2012. The Agreement amended the warrants to lower the exercise price to $0.20 per share and extend the expiration date to September 22, 2014.


The Agreement was contingent upon us completing a private placement of at least $1.8 million of equity securities (the “New Financing”) and entering into an agreement with the original placement agent of the Preferred Stock (“Placement Agent”). The Placement Agent had received warrants to purchase 288,400 shares of our common stock at $1.60 per share exercisable through December 14, 2012. Under the terms of the agreement, the Placement Agent agreed to cancel these warrants in exchange for new warrants exercisable at $0.20 per share through September 22, 2014.


As discussed above, as of September 30, 2009, we sold a total of 22 Units for cash in the amount of $2,200,000 in the New Financing. Each Unit consisted of 769,231 shares of our Common Stock and a warrant to purchase an additional 384,615 shares of Common Stock at $.19 per share. The warrants expire September 22, 2014. We issued a total of 16,923,082 shares of our Common Stock and warrants to purchase 8,461,530 shares. Of the securities purchased, 13,846,158 shares and 6,923,070 warrants were purchased by members of our Board of Directors.


Prior to the transactions described above holders of our Preferred stock converted 10 shares of the Preferred Stock into 100,000 shares of our Common Stock.


During the nine months ended September 30, 2009, we issued 1,590,084 shares of our Common Stock in lieu of a cash payment for dividends payable on our Preferred Stock of $270,071. The number of shares of Common Stock issued was calculated as per terms of the Preferred Stock. The terms required we determine the average of the volume weighted average prices of our Common Stock for a period of 20 days prior to the dividend date and then use a value equal to 90% of that average. The calculation was performed for two periods, the dividends that were payable January 1, 2009 and July 1, 2009. The value calculated was $.1691 and $.1706 for January 1, 2009 and July 1, 2009, respectively and we issued 798,555 shares and 791,529 shares of Common Stock, respectively.


In addition, during the nine months ended September 30, 2009, we issued 53,545 shares of our Common Stock in lieu of a cash payment of accounts payable of $46,361 which existed at December 31, 2008. The number of shares issued was determined by negotiation with the creditor.


In addition, during the nine months ended September 30, 2009, we issued 100,000 shares of our Common Stock in lieu of a cash payment for services rendered and recorded an expense of $16,000. The value was determined based upon the trading value of the Common Stock on the date of issuance.


We also issued 1,476,500 shares of our Common Stock to a consultant currently under contract to the Company. The contract was entered into as part of the acquisition of the franchise rights to the Bread Garden Urban Café restaurant chain. The stock was issued in lieu of future cash payments of $236,241 under the contract for services to be rendered from July 1, 2009 until the termination of the contract on September 1, 2012. The number of shares issued was based upon the trading value of the stock on July 1, 2009. The amounts will be amortized over the period to which the payments relate.