Attached files
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| EX-3 - EX 3.1 CERTIFICATE OF DESIGNATION-SERIES B1 - PARALLAX HEALTH SCIENCES, INC. | ex31certofdesigserb1.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): February 12, 2020
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) |
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Copy of all Communications to: Peter V. Hogan Buchalter 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 90017 (213) 891-0700
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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: | |
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¨ | 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The disclosures set forth in Item 3.03 are incorporated by into this Item 3.02 by reference.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On February 12, 2020, the Company filed a Certificate of Designation (“Designation”) with the secretary of state of Nevada for the Company’s Series B1 Convertible Preferred Stock.
The following represent a summary of the basic designations and preferences of Series B1 preferred stock:
Shares Designated |
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| Voting Rights |
| Conversion Rate |
| Dividend Rate | |
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1,000 |
| $10,000 |
| None |
| $0.15 |
| 10% |
The foregoing summary of the Certificates of Designation do not purport to be complete, and is qualified in its entirety by reference to the Certificate of Designation for Series B1 Preferred Stock, which is filed as Exhibit 3.1 of this Current Report and incorporated by reference herein.
ITEM 5.02AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
The disclosures set forth in Item 3.03 are incorporated by into this Item 5.02 by reference.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Number | Description of Exhibit | Filing Reference |
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.
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| PARALLAX HEALTH SCIENCES, INC. |
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| Dated: February 12, 2020 | /s/ Calli R. Bucci |
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| Calli R. Bucci |
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| Chief Financial Officer |
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