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
The disclosures set forth in Item 2.03 are incorporated into this Item 1.01 by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
In October 2019, the Company issued Convertible Promissory Notes in the aggregate principal sum of $475,000, for proceeds in the amount of $425,000, net of an original issue discount of $50,000. The Notes bear interest at a rate of 10%-12% per annum, mature 6-12 months from the date of issuance, and are convertible into restricted shares of the Company’s common stock at a conversion rate of 1) $0.10 per share and 2) seventy percent (70%) of the lowest trading price of the Company’s common stock the twenty (20) days preceding the conversion date. In addition, 2,500,000 warrants were issued, exercisable at $0.10 per share for a period of five (5) years.
The Notes are attached to this Current Report as Exhibits 4.1 and 4.2, and incorporated herein by reference. The disclosure set forth in this Section 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Exhibits.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On October 30, 2019, in connection with a Securities Purchase Agreement with an accredited investor dated May 6, 2019, the Company received cash proceeds in the amount of $500,000 for the subscription of 6,000,000 shares of the Company’s restricted common stock. In addition, the Company issued the investor 7,500,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.25 per share for a period of two (2) years.
The issuance of the Notes 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.
The disclosures set forth in Item 2.03 are incorporated into this Item 3.02 by reference.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
* Confidential disclosure schedules omitted. The Registrant undertakes to furnish copies of any omitted schedules to the SEC upon request.
PARALLAX HEALTH SCIENCES, INC. Exhibit
EX-4 2 ex41promissorynote.htm EX 4.1 CONVERTIBLE PROMISSORY NOTE Ex 4.1 Convertible Promissory Note Note: October 23,…
To view the full exhibit click here
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.
