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 March 18, 2019, Parallax Health Sciences, Inc., a Nevada corporation (the “Company”), issued a 12% fixed convertible promissory note (the “Note”) in the maximum aggregate principal sum of $260,000, with a maximum aggregate of $250,000 in proceeds disbursed to the Company after an original issue discount (“OID”) of $10,000. The Note matures six months from the effective date each payment of disbursed proceeds is made (“Maturity Date”), and contains a repayment provision for the holder of the Note 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 at a conversion price of $0.10 per share.
In addition, the holder of the Note was issued Warrants to purchase 1,300,000 shares of the Company’s common stock at an initial exercise price of $0.20 per share for a period of five (5) years.
A form of the Note and the Warrant are attached to this Current Report as Exhibits 4.1, and 10.1, 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 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
PARALLAX HEALTH SCIENCES, INC. Exhibit
EX-4 2 ex41fixedconvpromnote.htm EX 4.1 12% FIXED CONVERTIBLE PROMISSORY NOTE Ex 4.1 12% Fixed Convertible Promissory Note EXHIBIT A Note: March 18,…
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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.
