UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

_______________
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): February 16, 2012

Date of Report (Date of earliest event reported): December 14, 2011

_______________

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.)

DELAWARE	033-20897-D	91-2099117
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

22118 20 ^thAvenue S.E., Suite 204

22118 20th 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 ~~December~~February 1416, ~~2011~~2012, the Board of Directors of Helix BioMedix, Inc. (the “Company”), ~~entered~~upon ~~into~~recommendation aof ~~Third~~the ~~Amendment~~Compensation toCommittee ~~First~~of ~~Amended~~the ~~and~~Company's ~~Restated~~Board ~~License~~of ~~Agreement~~Directors, (amended the ~~“Third~~Company's ~~Amendment”)~~director ~~with~~compensation ~~Grant~~policy ~~Industries,~~to ~~Inc.,~~increase ~~which~~the ~~amends~~number of shares of the ~~First~~Company's ~~Amended~~common ~~and~~stock ~~Restated~~subject ~~License~~to ~~Agreement~~annual ~~between~~grants ~~the~~of ~~parties~~non-qualified ~~dated~~stock ~~September~~options ~~12,~~pursuant ~~2007~~to asthe ~~amended~~Company's ~~effective~~2011 asStock Option Plan to each of ~~December~~the 10Company's non-employee directors from 15,000 ~~2008~~shares ~~and~~to ~~May 6~~25,000 ~~2010~~shares, ~~(the~~which ~~“Agreement”).~~options ~~The~~shall ~~Third~~vest ~~Amendment~~ratably ~~(i)~~on ~~removes~~a quarterly basis over one year. Pursuant to such amended director compensation policy, on February 16, 2012 the Board of Directors of the Company’s, ~~proprietary~~upon ~~peptides~~recommendation ~~from~~of the ~~scope~~Compensation ofCommittee, approved the ~~license~~grant ~~granted~~of options pursuant to the ~~Agreement,~~Company's ~~(ii)~~2011 ~~requires~~Stock ~~that~~Option Plan to purchase 25,000 shares of the ~~peptides~~Company's ~~subject~~common stock to ~~such~~each ~~license~~of beRandall ~~purchased~~L-W. ~~from~~Caudill, ~~the~~John ~~Company~~F. Clifford, ~~(iii)~~Richard M. ~~extends~~Cohen, Lawrence Blake Jones, Jeffrey A. Miller, and Barry L. Seidman at an exercise price equal to the ~~term~~closing price of the ~~Agreement~~Company's ~~until~~common ~~December~~stock 31on the date of grant, ~~2014~~which ~~and~~options ~~(iv)~~shall ~~establishes~~vest ~~minimum royalty~~ratably ~~obligations~~on ~~for~~a ~~2012,~~quarterly ~~2013~~basis ~~and~~over ~~2014~~one year.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 16, 2012, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved bonuses of $32,000 in cash and grants of incentive stock options pursuant to the Company's 2011 Stock Option Plan to purchase 200,000 shares of the Company's common stock to each of R. Stephen Beatty, the Company's President and Chief Executive Officer, and Robin L. Carmichael, the Company's Vice President and Chief Operating Officer, which options shall be fully vested and immediately exercisable.

In 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 Mr. Beatty and Ms. Carmichael, respectively, at an exercise price equal to the closing price of the Company's common stock on the date of grant, which options shall vest ratably over three years.

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.~~	HELIX BIOMEDIX, INC.
Dated: December 16, 2011	By:	/s/ R. Stephen Beatty
Dated: February 23, 2012		By:	/s/ R. Stephen Beatty
		~~R. Stephen Beatty~~	R. Stephen Beatty
		~~President and Chief Executive Officer~~	President and Chief Executive Officer

Filing Compare · HELIX BIOMEDIX INC