8-K

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 10, 2006

HELIX BIOMEDIX, INC.

(Exact name of registrant as specified in its charter)

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

22122 20^th Avenue S.E., Suite 148
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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 3.02 Unregistered Sales of Equity Securities.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT 99.1

Item 3.02     Unregistered Sales of Equity Securities.

On March 10, 2006, Helix BioMedix, Inc. (the “Company”) consummated the sale of an aggregate of 215,000 shares of its Common Stock to 9 accredited investors at a purchase price of $1.00 per share for an aggregate purchase price of $215,000 along with warrants to purchase an additional 21,500 shares of its Common Stock at an exercise price of $1.00 per share. The warrants are immediately exercisable and expire on March 10, 2011. This sale was exempt from registration pursuant to Rule 506 of Regulation D under Section 4(2) of the Securities Act. A copy of the press release announcing the Company’s sales of Common Stock and warrants on March 3, 2006 and March 10, 2006 is being filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

     (d)    Exhibits.

Exhibit No.	Description
99.1	Press release, dated March 13, 2006, issued by Helix BioMedix, Inc.

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: March 13, 2006	By:	/s/ R. Stephen Beatty
		R. Stephen Beatty
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

HELIX BIOMEDIX RAISES $2.6 MILLION IN PRIVATE PLACEMENT

Bothell, Washington — March 13, 2006 — Helix BioMedix, Inc. (HXBM.OB), a developer of bioactive peptides, today announced that the company has raised gross proceeds of approximately $2.6 million from a recent equity private placement.

The company issued a total of 2,598,000 shares of its common stock and warrants to purchase an additional 259,800 shares of its common stock to accredited investors. The warrants have a 5-year term and a per share exercise price of $1.00. The proceeds of the offering will be used to continue ongoing research and development efforts, the out-licensing initiatives for the company’s peptides and for general corporate purposes.

About Helix BioMedix
Helix BioMedix, Inc. is a late stage biopharmaceutical company that has a portfolio of issued patents that covers six distinct classes of peptides, including 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.

Important Notice

This press release contains forward-looking statements (statements which are not historical facts) within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including activities, events or developments that the company expects, believes or anticipates will or may occur in the future. A number of factors could cause actual results to differ from those indicated in the forward-looking statements, including the company’s ability to successfully raise additional capital, enter into revenue generating license agreements, continue its research and development efforts, including pre-clinical and clinical studies, and general economic conditions. Additional assumptions, risks and uncertainties are described in detail in our reports and other filings with the Securities and Exchange Commission. Such filings are available on our website or at www.sec.gov. Readers are cautioned that such forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those set forth in the forward-looking statements. The company undertakes no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances.

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

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