PARALLAX HEALTH SCIENCES, INC. (OTCMKTS:PRLX) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 6, 2019, Parallax Health Sciences, Inc., a Nevada corporation (the “Company”), executed an Equity Funding (the “Equity Funding”) for 12,000,000 shares of the Company’s restricted common stock (the “Shares) in exchange for cash proceeds of $1,000,000, of which $500,000 is funded immediately in exchange for 6,000,000 Shares at a price of $0.0833 per Share; and $500,000 is to be funded upon an effective S-1 registration statement under the same terms and price per Share, for an additional 6,000,000 Shares. The Equity Funding includes equal Warrants to purchase Shares at an exercise price of $0.25 per share (the “Warrants”). In the event the registration statement is not effective within ninety (90) days, the price per Share shall be reduced to $0.0625 per Share, providing an additional 2,000,000 Shares and an additional 2,000,000 Warrants, for a maximum of 14,000,000 Shares and 14,000,000 Warrants issuable under the Equity Funding for total proceeds of $1,000,000.
The Securities Purchase Agreement, Registration Rights Agreement, and Warrant are attached to this Current Report as exhibits 4.1, 4.2, and 4.3, respectively, and incorporated herein by reference. The disclosures set forth in this Section 1.01 are intended to be a summary only and are qualified in their entirety by reference to the exhibits.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The disclosures set forth in Item 1.01 are incorporated by into this Item 3.02 by reference. The issuance of the Shares and Warrants were made in reliance on exemption from registration to Section 4(2) of the Securities Act of 1933, as amended, on the basis that the Registrant had a pre-existing relationship with the investor and there was no public offering.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
PARALLAX HEALTH SCIENCES, INC. Exhibit
EX-4 2 ex41securitiespurchaseagreem.htm EX 4.1 SECURITIES PURCHASE AGREEMENT Ex 4.1 Securities Purchase Agreement SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 6,…
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About PARALLAX HEALTH SCIENCES, INC. (OTCMKTS:PRLX)
Parallax Health Sciences, Inc. focuses on personalized patient care through the use of the Company’s Compound Pharmacy (Roxsan, Inc.) and eventually through the diagnostic testing platform capable of diagnosing and monitoring various health issues. The Company’s segments include Retail Pharmacy Services (RPS) and Corporate. The RPS segment provides a range of pharmacy services, including retail, compounding and fertility medications. The Corporate segment provides management and administrative services to support the Company. The RPS segment dispenses prescription drugs, both through local channels by direct delivery, as well as mail order. The RPS segment also sells an assortment of general merchandise, including over-the-counter drugs, beauty products and cosmetics, seasonal merchandise and convenience foods, through the Company’s pharmacy. It holds interests in Quality of Life Peace of Mind (QOLPOM). The QOLPOM Hub is a personal medication dispensing and remote monitoring solution.
