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 June 5, 2019, in connection with certain Convertible Debentures dated November 14, 2018 in the original face value of $472,788.79 (the “Debentures”), and related Warrants (the “Warrants”), the Company entered into a Debt Settlement and Warrant Retirement Agreement (the “Settlement”) with the Debenture and Warrant Holders (“the Holders”). As part of the Settlement, the Company agreed to pay the Holders $35,668.68, representing the full and final payment due on the Debentures, net of all previous cash and conversions made to/by the Holders, including principal, interest and premiums. In addition, the Settlement included the issuance of one million (1,000,000) Shares of the Company’s restricted common stock (the “Shares”) in exchange for the cancellation of all 4,401,760 Warrants previously issued to the Holders in connection with the Debentures.
The Settlement is attached to this Current Report as Exhibit 10.1, 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 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-10 2 ex101debtsettlementwarrantre….
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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.
