Item 1.01. Entry into a Material Definitive Agreement.
The information included in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 31, 2020, Helix Technologies, Inc. (the "Company") entered into an Asset
Purchase Agreement (the "Agreement") with Invicta Security CA Corporation, a
Delaware corporation ("Buyer"), Invicta Services LLC, a Delaware limited
liability company ("Invicta"), Boss Security Solutions, Inc., a Colorado
corporation ("Boss"), Security Consultants Group, LLC, a Colorado limited
liability company ("SCG"), Tan's International LLC, a California limited
liability company ("Tan LLC"), and Tan's International Security, Inc., a
California corporation ("Tan Security", collectively with Boss, SCG and Tan LLC,
the "Sellers" or individually a "Seller"). Pursuant to the terms and conditions
of the Agreement, the Sellers sold, assigned, transferred, and delivered to
Buyer the Assets (as defined in the Agreement) and Buyer paid aggregate
consideration of $1,750,000 and assumed the Assumed Liabilities (as defined in
the Agreement). The Assets include but are not limited to the right, title and
interest in and to all assets and property, tangible and intangible, of every
kind and description, used in, related to or necessary for the security guarding
and protective guarding services business conducted by the Sellers.
The Agreement contained certain customary representations and warranties made by
the parties. The Sellers and Helix agreed to various customary covenants,
including, among others, covenants regarding non-competition, the use and
disclosure of confidential information, and the non-solicitation of business
relationships. As collateral for Sellers' indemnification obligations, Buyer
held back $600,000 of the consideration pursuant to Section 2.3 of the
Agreement.
The foregoing description of the Agreement and the transactions contemplated
thereby does not purport to be complete and is subject to and qualified in its
entirety by reference to the Agreement, a copy of which is filed as Exhibit 2.04
to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On August 4, 2020, the Company issued a press release announcing the execution
of the Agreement. A copy of the press release is furnished as Exhibit 99.1
hereto and is incorporated herein by reference.
The information in this Current Report on Form 8-K under Item 7.01 is being
"furnished" and not "filed" with the SEC for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities under such section.
Furthermore, such information shall not be deemed incorporated by reference in
any filing under the Securities Act, or the Exchange Act, unless specifically
identified as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.04 Asset Purchase Agreement, dated July 31, 2020.
99.1 Press release dated August 4, 2020.
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