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 February 19, 2020, the Company received a counter-signed Settlement and Release Agreement (the “Settlement”) by and between Parallax Health Sciences, Inc., RoxSan Pharmacy, Inc., Michael Redmond, Edward Withrow III, Huntington Chase Financial Group, LLC, Calli Bucci and Dave Engert (collectively, “Parallax”) and Shahla Melamed and Hootan Melamed (collectively, the “Melameds”), for the Settlement, effective February 12, 2020 (the “Effective Date”), of all pending lawsuits between the parties in connection with the acquisition of RoxSan Pharmacy.
In consideration of the resolution of all existing and potential claims, including the cancellation of the Company’s contingent liability in the principal sum of $20,500,000, and accrued interest of approximately $4,500,000, and without further action or litigation and without admission of liability by either party, the Settlement terms include the following:
A payment of $4,000,000 (the “Settlement Sum”) to the Melameds, to be paid as follows:
o$1,250,000 within 90 days of the Effective Date;
o$1,250,000 within one (1) year of the Effective Date;
o$1,500,000 within two (2) years of the Effective Date.
The issuance of ten (10) million shares of the Company’s common stock to an entity owned by Shahla Melamed.
In addition, in the event forty percent (40%) or more of the Company and/or its subsidiaries (including by way of merger) is sold within two (2) years of the Effective Date, the Company shall pay the Melameds, within two (2) weeks of receipt of the proceeds from such sale (the “Sale Proceeds”), any outstanding unpaid Settlement Sum plus an additional 10% of the Sale Proceeds received, up to a total of an additional $3,000,000 over and above the Settlement Sum.
The foregoing disclosure and summary of the Settlement set forth in this Item 1.01 does not purport to be complete. The Settlement and Release Agreement is confidential, and has been omitted as an exhibit to this Current Report. The Registrant undertakes to furnish copies of any omitted schedules to the SEC upon request.
ITEM 2.03CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The disclosures set forth in Item 1.01 are incorporated into this Item 2.03 by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The disclosures set forth in Item 1.01 are incorporated into this Item 3.02 by reference.
The issuance was 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 Melameds and there was no public offering.
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.
