Attached files

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EX-10 - EX 10.2 FORM OF EXCHANGE AGREEMENT - PARALLAX HEALTH SCIENCES, INC.ex102formofexchangeagreemt.htm
EX-10 - EX 10.1 FORM OF LETTER - PARALLAX HEALTH SCIENCES, INC.ex101formofletter.htm
EX-4 - EX 4.1 FORM OF CONVERTIBLE DEBENTURE - PARALLAX HEALTH SCIENCES, INC.ex41formofcvnote.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 31, 2018

 

Picture 1 

 

PARALLAX HEALTH SCIENCES, INC.

(Exact name of Company as specified in its charter)

 

Nevada

000-52534

46-4733512

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

 

Identification Number)

 

1327 Ocean Avenue, Suite B

Santa Monica, CA 90401

(Address of principal executive offices)

 

310-899-4442

(Registrant’s Telephone Number)

 

 

Copy of all Communications to:

Peter V. Hogan

Buchalter

1000 Wilshire Boulevard, Suite 1500

Los Angeles, CA 90017

(213) 891-0700

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

 

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

As used in this current report and unless otherwise indicated, the terms "we", "us", "our", “Company”, and “Parallax” mean Parallax Health Sciences, Inc., a Nevada corporation, and its subsidiaries, unless otherwise indicated.

 

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 pursuant 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 pursuant 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

 

Exhibit

Number

Description of Exhibit

Filing Reference

4.1

Form of 12% Senior Secured Convertible Debenture dated December 31, 2018

Filed herewith

10.1

Form of Letter Agreement dated December 31, 2018

Filed herewith

10.2

Form of Exchange Agreement dated December 31, 2018

Filed herewith



SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

PARALLAX HEALTH SCIENCES, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dated: January 7, 2019

/s/ Calli R. Bucci

 

 

 

Calli R. Bucci

 

 

 

Chief Financial Officer