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 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”) as reported by the Company’s current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2018. The Company and the Holders entered into an Exchange Agreement (the “Exchange Agreement”) and Letter Agreement (the “Letter Agreement”) in order to exchange the Notes with a Debenture, a form of which is attached hereto (the “Debentures”). The Holders agreed to extend the maturity date of the Debentures to February 28, 2019 (the “Maturity Date”). The effective date of the Debentures is November 14, 2018 (the “Issuance Date”). The Company agreed to increase the total principal amount owed under the Notes by $100,000. 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 equal to either; (i) if no Event of Default (as defined in the Debenture) and the date of conversion is prior to the date that is 120 calendar days after the Effective Date (defined in the Debenture), $0.10, or (ii) if an Event of Default has occurred or the date of conversion is on or after the date that is 120 calendar days after the Effective Date, the lesser of (a) $0.10 or (b) 70% of the second lowest traded price (as reported by Bloomberg LP) of the common stock for the 20 trading days immediately preceding the date of the date of conversion of the Debenture. The Company will keep reserved for issuance under the Debentures an amount of common stock sufficient to yield 700% of the number of shares issuable upon conversion of the Debentures. The Debentures may be redeemed at any time at an amount equal to: 110% of the outstanding principal and accrued and unpaid interest if paid within 90 days of the initial Issuance Date, 120% of the outstanding principal and accrued and unpaid interest if paid between 91 days and 120 days from the Issuance Date, 140% of the outstanding principal and accrued and unpaid interest if paid after the 121st day from the Issuance Date.
A form of the Debentures, the Letter Agreements and the Exchange Agreements are attached to this Current Report on Form 8-K as exhibits 4.1, 10.1, and 10.2 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 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
PARALLAX HEALTH SCIENCES, INC. Exhibit
EX-4 2 ex41formofcvnote.htm EX 4.1 FORM OF CONVERTIBLE DEBENTURE CONVERTIBLE DEBENTURE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
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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.
