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): March 6, 2012

_________

HELIX BIOMEDIX, INC.

(Exact name of registrant as specified in its charter)

_________

DELAWARE

033-20897-D

91-2099117

(State or other jurisdiction

of incorporation or organization)

(Commission
File Number)

(IRS Employer

Identification No.)

22118 2020th th Avenue S.E., Suite 204

Bothell, Washington 98021

(425) 402-8400

(Address and telephone number of registrant's principal executive offices)

_________

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 (see General Instruction A.2 below):

☐	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))

Item 1.01

Entry into a Material Definitive Agreement.

On ~~February 16~~March 6, 2012, ~~the Board of Directors of~~ Helix BioMedix, Inc. (the “Company”), ~~upon~~entered ~~recommendation~~into ofa ~~the~~Second ~~Compensation~~Amendment ~~Committee~~with ofCamden ~~the~~Street ~~Company's~~Partners, ~~Board~~LLC ofand ~~Directors~~NuGlow Cosmaceuticals, ~~amended~~LLC ~~the~~(“NuGlow ~~Company's~~LLC”), ~~director~~pursuant ~~compensation policy~~ to ~~increase~~which the ~~number~~parties ofagreed ~~shares~~to ofamend ~~the~~that ~~Company's~~certain ~~common~~Amended ~~stock~~and ~~subject~~Restated toOperating ~~annual~~Agreement ~~grants~~ of ~~non-qualified~~NuGlow ~~stock~~Cosmaceuticals, ~~options~~LLC ~~pursuant~~dated toas ~~the Company's 2011 Stock Option Plan to each~~ of ~~the~~July ~~Company's non-employee directors from 15~~1,~~000~~ ~~shares to 25~~2010,~~000~~ ~~shares,~~as ~~which~~amended ~~options~~(the ~~shall~~“NuGlow ~~vest~~LLC ~~ratably~~Operating onAgreement”) apursuant ~~quarterly basis over one year. Pursuant~~ to ~~such~~which ~~amended director compensation policy, on February 16, 2012~~ the ~~Board of Directors of the~~ Company, ~~upon~~consented ~~recommendation~~to ofcertain ~~the~~monthly ~~Compensation~~payments ~~Committee,~~by ~~approved~~NuGlow ~~the~~LLC ~~grant~~in ofconsideration ~~options~~for ~~pursuant~~which to the Company's ~~2011~~NuGlow ~~Stock~~LLC ~~Option Plan to~~ purchase ~~25,000~~option ~~shares~~set offorth ~~the~~in ~~Company's common stock to each of Randall L-W. Caudill, John F. Clifford, Richard~~Section M9.9(a) ~~Cohen,~~of ~~Lawrence~~the ~~Blake~~NuGlow ~~Jones,~~LLC ~~Jeffrey~~Operating A.Agreement ~~Miller,~~was ~~and~~extended ~~Barry~~until ~~L. Seidman at an exercise price equal to~~ the ~~closing~~seventh ~~price~~anniversary of the ~~Company's common stock on the~~ date of ~~grant,~~the ~~which~~NuGlow ~~options~~LLC ~~shall~~Operating ~~vest ratably on a quarterly basis over one year~~Agreement.

~~Item~~In 5addition, on March 9, 2012, the Company entered into an LOC Agreement (the “LOC Agreement”) with Frank T.02 ~~Departure~~Nickell, who beneficially owns approximately 40.0% of ~~Directors~~the orCompany's ~~Certain~~outstanding ~~Officers;~~Common ~~Election~~Stock, pursuant to which Mr. Nickell established an irrevocable standby letter of ~~Directors;~~credit ~~Appointment~~by JPMorgan Chase Bank, N.A. (“JPMorgan”) in favor of ~~Certain~~the ~~Officers;~~Company ~~Compensatory~~in ~~Arrangements~~the principal amount of ~~Certain~~$2,000,000 ~~Officers~~(the “LOC”). The LOC expires on July 1, 2013 but automatically renews until July 1, 2014 unless terminated by JPMorgan at least 14 days prior to the end of the current term, at which time the Company may draw up to the balance remaining on the LOC. Amounts outstanding under the LOC accrue interest at the rate of 0.75%, payable quarterly in arrears, and are due and payable on or before July 1, 2014.

OnPursuant ~~February~~to ~~16,~~the ~~2012~~LOC Agreement, the ~~Board~~Company ofagreed ~~Directors~~to ofuse ~~the~~commercially ~~Company,~~reasonable ~~upon~~efforts ~~recommendation~~to ofconsummate ~~the~~an ~~Compensation~~equity ~~Committee,~~financing ~~approved~~prior ~~bonuses~~to the termination date of ~~$32,000~~the LOC in ~~cash~~which it would sell and ~~grants~~ issue shares of ~~incentive~~its common stock ~~options~~at ~~pursuant~~a toprice ~~the~~per ~~Company's~~share ~~2011~~of ~~Stock~~at ~~Option~~least ~~Plan~~$0.60 tofor ~~purchase~~aggregate ~~200~~proceeds of at least $3,000,000, ~~shares~~upon consummation of ~~the~~which ~~Company's~~all ~~common~~amounts ~~stock~~outstanding tounder ~~each~~the ofLOC Rshall be immediately repaid. ~~Stephen~~ ~~Beatty~~In addition, the Company's ~~President~~agreed ~~and~~to ~~Chief~~issue ~~Executive~~to ~~Officer,~~Mr. ~~and~~Nickell ~~Robin~~a L.five-year ~~Carmichael~~fully vested warrant to purchase 2,000,000 shares of the Company's ~~Vice~~common ~~President~~stock and ~~Chief~~to ~~Operating~~reimburse ~~Officer~~Mr. Nickell for his reasonable expenses in connection with the LOC, ~~which~~including, ~~options~~without ~~shall~~limitation, beany ~~fully~~interest ~~vested~~accrued and ~~immediately~~payable ~~exercisable~~by Mr. Nickell in connection with the LOC.

InItem addition, on February 16, 2012, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved as additional executive long-term equity compensation the grants of incentive stock options pursuant to the Company's 2011 Stock Option Plan to purchase 500,000 shares and 150,000 shares of the Company's common stock to Mr3.02 ~~Beatty~~Unregistered ~~and~~Sales ~~Ms. Carmichael, respectively, at an exercise price equal to the closing price~~ of ~~the~~Equity ~~Company's common stock on the date of grant, which options shall vest ratably over three years~~Securities.

On March 9, 2012, the Company issued to Mr. Nickell a five-year fully vested warrant to purchase 2,000,000 shares of the Company's common stock at an exercise price per share of $0.25. This issuance was exempt from registration pursuant to Rule 506 of Regulation D under Section 4(2) of the Securities Act of 1933, as amended.

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 BIOMEDIX, INC.
Dated: February 23, 2012	By:	/s/ R. Stephen Beatty
Dated: March 12, 2012	By:	/s/ R. Stephen Beatty
		R. Stephen Beatty
		President and Chief Executive Officer

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