PARALLAX HEALTH SCIENCES, INC. (OTCMKTS:PRLX) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The disclosures set forth in Item 2.03 are incorporated by 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
On June 18, 2018, Parallax Health Sciences, Inc., a Nevada corporation (the “Company”), issued 12% senior secured convertible promissory notes (the “Notes”) to four accredited investors (the “Holders”) in the aggregate principal sum of $600,000 to certain note and purchase agreements (the “Note and Purchase Agreement”). The notes carry an interest rate of 12% per annum and mature the earlier of: (a) one-hundred eighty (180) days from the issuance date (the “Maturity Date”) or (b) the date the Company closes a financing in the aggregate of at least $2 Million; (c) the date the Company closes a financing in the aggregate amount of at least $1 Million (the “Acceleration Date”) in which case fifty (50%) of the Principal Sum shall be due on the Acceleration Date and the remainder of the Principal Sum and all interest shall be due on the Maturity Date; provided, however, in the event this Note remains unpaid on the Maturity Date or (d) the date the Company closes a financing in the aggregate amount of less than $1 Million in which case twenty-five (25%) of the Principal Sum shall be due on the Acceleration Date and the remainder of the Principal Sum and all interest shall be due on the Maturity Date and, prior to such Maturity Date no conversion event has occurred to Section 5 hereof, interest shall accrue from the Maturity Date, compounded annually at a rate equal to the 22% per annum. The Holders shall have the right, at its option, to convert the principal sum and any accrued interest, in whole or part, into shares of the Company’s common stock at any time on or before the Maturity Date. The conversion price shall be ten ($.10) cents per share. Any shares issued upon conversion of the Notes shall have piggyback registration rights in accordance with the Piggyback Registration Rights Agreements (the “Piggyback Registration Rights Agreement”). The Notes are secured by all the personal property of the Company to the Security Agreements entered into with the Holders (the “Security Agreements”). The Holders were also each issued a three-year warrant to purchase Common Stock (the “Warrant Agreements”) at a purchase price of $0.20 per share. The Note and Purchase Agreements had been amended to increase the amount of the offering from $450,000 to $600,000 (the “Amendment to the Note Purchase Agreement and Note”). The Warrants were amended (the “Amendment to the Warrant Agreements”) whereby the purchase price shall be adjusted from $0.25 per share to $0.20 per share, and; if (i) the Company is not current in its financial reporting requirements with the U.S. Securities and Exchange Commission by August 31, 2018, with a thirty (30) day cure period, the Warrants purchase price shall be adjusted from $0.20 per share to $0.10 per share or (ii) if the Company does not reach $250,000 in recognizable revenues by the end of its financial fiscal quarter ending September 30, 2018, the Warrants purchase price shall be adjusted from $0.20 per share to $0.10 per share.
A form of the Notes, the Security Agreements, the Piggyback Registration Rights Agreements, the Note and Purchase Agreements, the Amendment to Note Purchase Agreement and Note, the Warrant Agreements and the Amendment to the Warrant Agreements are attached to this Current Report on Form 8-K as exhibits 4.1, 4.2, 4.3, 10.1, 10.2, 10.3 and 10.4, respectively, 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
The disclosures set forth in Item 2.03 are incorporated by into this Item 3.02 by reference. 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.
ITEM 9.01EXHIBITS
(d) Exhibits
Exhibit 4.1Form of 12% Senior Secured Convertible Note dated June 18, 2018
Exhibit 4.2Form of Security Agreement dated June 18, 2018
Exhibit 4.3Form of Piggyback Registration Rights Agreement dated June 18, 2018
Exhibit 10.1Form Note and Purchase Agreement dated June 18, 2018
Exhibit 10.2Form Amendment to Note Purchase Agreement and Note dated June 18, 2018
Exhibit 10.3Form of Warrant Agreement dated June 18, 2018
Exhibit 10.4Form of Amendment to Warrant Agreement dated June 18, 2018
PARALLAX HEALTH SCIENCES, INC. ExhibitEX-4 2 ex41formofnote.htm EX 4.1 FORM OF NOTE Ex 4.1 Form of Note THE OFFER AND SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…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.
