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 3.02 are incorporated into this Item 1.01 by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On February 12, 2020, in connection with a $5,000,000 maximum offering of the Company’s Series B1 Convertible Preferred Stock (the “Series B1 Stock”), the Company received a Subscription from an accredited investor (the “Subscription”) for the purchase of 69 shares of Series B1 Stock at a price of $10,000 per share, net of an original issue discount of 15%, or $8,500 per share, for proceeds in the amount of $586,500, to that certain Securities Purchase Agreement dated February 10, 2020. The Series B1 Stock is redeemable at 120% of face value and unpaid dividends; is convertible into common stock at a conversion rate of $0.15; carries an annual dividend of 10%; and matures in two (2) years, at which time the Series B1 Stock will automatically convert into common stock. In addition, the Subscription includes 50% warrant coverage at an exercise price of $0.25 per share for a period of three (3) years.
The issuance of the Series B1 Stock 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 foregoing disclosure and summary of the Subscription and Series B1 Stock designation set forth in this Section 3.02 does not purport to be complete, and is qualified in its entirety by reference to the Securities Purchase Agreement and Certificate of Designation for Series B1 Preferred Stock, which are filed as Exhibit 3.1 and 10.1 of this Current Report and incorporated by reference herein.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
The disclosures set forth in Item 3.02 are incorporated into this Item 5.03 by reference.
ITEM 9.01FINANCIAL STATEMENTS AND 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-10 2 ex101secpurchagreemt.htm EX 10.1 SECURITIES PURCHASE AGREEMENT Ex 10.1 Securities Purchase Agreement SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 10,…
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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.