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 3, 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))

Item 3.02 Unregistered Sales of Equity Securities.

On March 3, 2006, Helix BioMedix, Inc. (the “Company”) consummated the sale of an aggregate of 2,383,000 shares of its Common Stock to 13 accredited investors at a purchase price of $1.00 per share for an aggregate purchase price of $2,383,000 along with warrants to purchase an additional 238,000 shares of its Common Stock at an exercise price of $1.00 per share. The warrants are immediately exercisable and expire on March 3, 2011. This sale was exempt from registration pursuant to Rule 506 of Regulation D under Section 4(2) of the Securities Act.

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 7, 2006	By:	/s/ R. Stephen Beatty
		R. Stephen Beatty
		President and Chief Executive Officer