SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

AMENDMENT NO. 2

HELIX BIOMEDIX, INC.

(Name of Subject Company (issuer) and Name of Filing Persons (offeror))

WARRANTS TO PURCHASE COMMON STOCK
(Title of Class of Securities)

N/A
(CUSIP Number of Class of Securities)

David H. Kirske
Vice President and Chief Financial Officer
Helix BioMedix, Inc.
22122 20^th Avenue S.E., Suite 148
Bothell, WA 981021
(425) 402-8400
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

Copy to:
Jim D. Johnston, Esq.
11808 Northup Way, Suite W-190
Bellevue, Washington 98005
(425) 893-8273

Calculation of Filing Fee

Transaction valuation(1)	Amount of filing fee(2)
$10,568,390	$1,243.90

(1) Calculated solely for purposes of estimating the filing fee. This amount is based upon the purchase of 6,216,700 warrants to purchase shares of common stock at the tender offer price of $1.70 per share.

(2) The amount of the filing fee equals 0.0001177000 of the transaction value.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $1,243.90
Form or Registration No.: SC TO-1
Filing party: Helix BioMedix, Inc.
Date filed: March 1, 2005

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1.
þ issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

ITEM 12. EXHIBITS.

Item 12 of Schedule TO is hereby amended to include the following exhibit:

(a)(1)(C) Press Release dated March 30, 2005 attached hereto and incorporated herein by reference.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

/s/ David H. Kirske

(Signature)

David H. Kirske, Vice President and Chief Financial Officer

(Name and title)

March 30, 2005

(Date)

2 

EX-99.1

EXHIBIT (a)(1)(C)

      HELIX BIOMEDIX EXTENDS EXPIRATION DATE OF TENDER OFFER FOR EXCHANGE OF
WARRANTS BOTHELL, WASHINGTON - MARCH 30, 2005 -- Helix BioMedix (HXBM.OB), a
developer of synthetic bioactive peptides, today announced that it is extending
the expiration date of its tender offer to exchange warrants that was described
in its press release on March 1, 2005. The expiration date will be extended to
9:00 A.M., New York time, on April 29, 2005, unless further extended, terminated
or withdrawn. Existing warrant shares must be tendered prior to the expiration
of the exchange offer, and tenders of existing warrant shares may be withdrawn
at anytime on or prior to the expiration of the exchange offer. Withdrawn
warrant shares will be returned to the holder in accordance with the terms of
the exchange offer. Following the expiration of the exchange offer and subject
to the terms of the exchange offer, Helix BioMedix will accept all existing
warrant shares validly tendered and not withdrawn prior to the expiration of the
exchange offer and will issue for exchange unregistered shares of common stock
promptly thereafter.

U.S. Stock Transfer Corporation is acting as the exchange agent for the exchange
offer. Questions, requests for assistance and requests for copies of the
offering circular may be obtained from Cameron and Associates, which is serving
as the information agent for the exchange offer.

Neither Helix BioMedix's board of directors nor any other person makes any
recommendation as to whether holders of existing warrants should choose to
tender and exchange their existing warrant shares for shares of common stock,
and no one has been authorized to make such a recommendation. Holders of
existing warrants must make their own decisions as to whether to tender their
existing warrant shares for exchange, and, if so, how may warrant shares to
tender.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale would be
unlawful.

ABOUT HELIX BIOMEDIX

Helix BioMedix, Inc. is an early-stage biotechnology company that has a
portfolio of issued patents that covers six distinct classes of peptides,
covering over 100,000 unique peptide sequences. The company's mission is to
become the industry leader in developing and commercializing small proteins
known as bioactive peptides. The antimicrobial and wound healing properties of
these peptides qualify them for inclusion in a wide range of both pharmaceutical
and consumer products. The company is currently focused on the development of
selected peptides as topical anti-infectives and in wound healing.
Non-pharmaceutical applications being pursued by Helix BioMedix include
adjuvants for cosmetics/cosmeceuticals, personal care, plant health, animal
health and wide-spectrum biocides. More information about the company and its
proprietary peptides can be found on the company's website at
www.helixbiomedix.com.

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Contact:
  Helix BioMedix, Inc.
  David Kirske, 425-402-8400
  dkirske@helixbiomedix.com
      or
  Investor Relations:
  Cameron Associates
  Alison Ziegler, 212-554-5469
  alison@cameronassoc.com

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