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 information required by this Item1.01 is set forth in
Item2.01 below, which is incorporated herein by reference.
ITEM 2.01
COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS
On April 27, 2017, to the written consent of the Companys board
of directors, the Company and its wholly-owned subsidiary,
Parallax Behavioral Health, Inc. (BHS), a Delaware corporation,
entered into an Intellectual Property Purchase Agreement with
ProEventa, Inc., a Virginia Corporation (ProEventa), to acquire
one hundred percent (50%) of certain Intellectual Property in the
area of behavioral health technologies (Intellectual Property)
from ProEventa (the Purchase Agreement). The technologies of the
Intellectual Property being acquired are the core products of
ProEventa, and include R.E.B.O.O.T. (Reliable Evidence Based
Outcomes Optimization Technologies) and COMPASS Mobile
Application, whose platform features evidence-based content,
decision support and real-time status updates for multiple
stakeholders, all aimed at improving physical and behavioral
health and wellness. The Purchase Agreement was executed by the
Company and BHS, and the transaction closed on May 1, 2017 (the
Closing Date).
to the Purchase Agreement, in exchange for 50% of the
Intellectual Property, among other things, the Company shall
deliver to ProEventa on or prior to the Closing Date:
1.
A Stock Purchase Agreement for ProEventa to purchase two million
five hundred thousand (2,500,000) shares of the Companys common
stock, valued at $600,000, for cash in the amount of $2,500, or
$.001 per share; and
2.
A Revenue Sharing Agreement, providing for a cash earn-out to be
paid to the ProEventa shareholders of up to three million
($3,000,000) dollars, to be derived from the net revenue
generated from the Companys business operations; and
3.
A Royalty Agreement, providing for a royalty to be paid to
ProEventa of three (3%) percent of the revenues generated from
the Intellectual Property, up to twenty-five million dollars
($25,000,000) in revenues generated; and
4.
A Limited License granted to ProEventa for the use of certain of
the Intellectual Property technology at Grafton Schools.
The foregoing description of the acquisition is a summary only
and is qualified in its entirety by reference to the complete
text of the Purchase Agreement which is filed as Exhibit
10.33 to this Current Report on Form 8-K.
In conjunction with the Closing of the Purchase Agreement, the
Company entered into a Consulting Agreement with James Gaynor
(the Consulting Agreement) for a term of three (3) years. As
consideration for the services provided under the Consulting
Agreement, Gaynor was granted 1) the right to purchase five
hundred thousand (500,000) shares of the Companys common stock,
valued at $120,000, for cash in the amount of $500, or $.001 per
share, to be issued contemporaneous with the Closing of the
transaction; and 2) options to purchase one million (1,000,000)
shares of the Company’s common stock at a strike price of $0.25
per share. The options vest annually over a three year period,
commencing September 1, 2017.
The foregoing description of the Consulting Agreement is a
summary only and is qualified in its entirety by reference to the
complete text of the Consulting Agreement which is filed as
Exhibit 10.34 to this Current Report on Form 8-K.
ABOUT PROEVENTA
ProEventa, a Virginia Corporation, is the wholly owned subsidiary
of Grafton Integrated Health Network, Inc., a non-profit Virginia
corporation (Grafton). ProEventa is a technology company focused
on the development and commercialization of evidenced-based
outcomes optimization technologies to support innovative data
outcome solutions to companies.
ITEM 3.02
UNREGISTERED SALES OF EQUITY SECURITIES
In connection with the acquisition of the Intellectual Property,
and to the terms and conditions of the Purchase Agreement, the
Company issued 2,500,000 shares of its restricted common stock at
$0.001 per share, for cash in the amount of $2,500.
In connection with a Consulting Agreement, and to the terms and
conditions of the Purchase Agreement, the Company issued 500,000
shares of its restricted common stock at $0.001 per share, for
cash in the amount of $500.
The Shares are being issued in reliance upon an exemption from
registration afforded by Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
|
Exhibit Number |
Description |
Filing Reference |
|
(10) |
Material Contracts |
|
|
10.33 |
Intellectual Property Purchase Agreement between |
Filed herewith |
|
10.34 |
Consulting Agreement between Parallax Health Sciences, |
Filed herewith |
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. PARALLAX HEALTH SCIENCES, INC. (OTCMKTS:PRLX) Recent Trading Information
PARALLAX HEALTH SCIENCES, INC. (OTCMKTS:PRLX) closed its last trading session 00.000 at 0.190 with 5,915 shares trading hands.