PARALLAX HEALTH SCIENCES, INC. (OTCMKTS:PRLX) Files An 8-K Material Modification to Rights of Security Holders
ITEM 3.03MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On March 5, 2020, Parallax Health Sciences, Inc. (the “Company”) filed with the Secretary of State of the state of Nevada a Certificate of Amendment to its Articles of Incorporation (the “Amendment”), attached herewith as Exhibit 3.1, and incorporated by reference. The Amendment will be effective as of March 5, 2020, or such date to be determined by the Chief Executive Officer of the Company once the Company receives authorization from FINRA regarding the stock split (the “Effective Date”), to evidence a one for ten reverse stock split (the “Reverse Stock Split”) of its Common Stock, par value $0.001 per share (the “Common Stock”).
As a result of the Reverse Stock Split, every ten shares of outstanding Common Stock will automatically be converted into one share of the Company’s Common Stock immediately prior to the opening of trading on the next business day after the Effective Date. The conversion will be into shares of the same class of Common Stock then held by the stockholder. Stockholders who would have been entitled to a fractional share will instead receive a cash payment in lieu of the fractional share. The aggregate number of shares of Common Stock that the Company is authorized to issue remains the same and was unaffected by the Reverse Stock Split.
The Company’s Board of Directors approved the Reverse Stock Split on March 5, 2020. The Company’s shareholders approved the Reverse Stock Split on March 4, 2020. The Reverse Stock Split will become effective at the Effective Date. All outstanding stock options and other contractual rights including the preferred stock entitling the holders of such rights to acquire shares of Common Stock outstanding at the Effective Date will be appropriately adjusted to give effect to the Reverse Stock Split.
A new CUSIP number will be issued for the Common Stock to distinguish stock certificates issued after the Effective Date.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
The information set forth in Item 3.03 of this report is incorporated in this Item 5.03 by reference in its entirety.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On March 5, 2020, the Company held a Special Meeting of stockholders. A total of 251,306,590 shares of the Company’s Common Stock, par value $0.001 per share, and 977,421 shares of the Company’s Preferred Stock, par value $0.001 per share, were outstanding as of February 12, 2020, the record date for the Special Meeting. For each share of Common Stock held as of the record date, the holder was entitled to one vote on each proposal to be voted on. Holders of all classes of Preferred Stock had no voting privileges.
Set forth below are the matters acted upon at the Special Meeting and the final voting results on each matter as reported by the Company’s inspector of elections. Holders of shares of Common Stock voted as a single class.
PROPOSAL 1: To Approve an Amendment to The Company’s Articles of Incorporation to Effect A Reverse Stock Split
The Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to effect a Reverse Stock Split of the Company’s outstanding Common Stock by combining outstanding shares of Common Stock, and any underlying shares from convertible securities, options and warrants, into a lesser number of outstanding shares of the Company’s Common Stock, at a ratio of not less than 1-for-5 and not more than 1-for-10, with the exact ratio to be set within this range by the Company’s Board of Directors at its sole discretion (the “Reverse Stock Split”) and set forth in a public announcement if the Board of Directors determines to implement the Reverse Stock Split. The results of the vote were as follows:
PROPOSAL 2: To Approve the Appointment of The Company’s Auditors Freedman & Goldberg For The 2020 Fiscal Year
The Company’s stockholders approved the ratification of the appointment by the Board of Directors of Freedman & Goldberg, Certified Public Accountants, P.C. as the Company’s independent auditors for the fiscal year ending December 31, 2020. The results of the vote were as follows:
PROPOSAL 3: To Elect Five Directors to Our Board of Directors for The Ensuing Year
The Company’s stockholders, by virtue of majority vote, elected the following individuals to serve as members the Company’s Board of Directors for a term of one year, and until a successor has been elected and qualified, or until his/her earlier death, resignation, or removal:
The results of the vote were as follows:
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
PARALLAX HEALTH SCIENCES, INC. Exhibit
EX-3 2 ex31certofamendment.htm EX 3.1 CERTIFICATE OF AMENDMENT Ex 3.1 Certificate of Amendment STATE OF NEVADA BARBARA K. CEGAVSKE Commercial Recordings Division Secretary of State 202 N. Carson Street Carson City,…
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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.
