8-K 1 20190205form8k.htm CURRENT REPORT Current Report

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): January 11, 2019

 

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 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

 

Between January 11, 2019, and February 5, 2019, in connection with certain debt conversion requests, the Company converted an aggregate of $791,500 of convertible debt and accrued interest, issuing 8,060,000 shares of the Company’s restricted common stock to the note holders.

 

The issuance of the shares of common stock 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.

 

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: February 5, 2019

/s/ Calli R. Bucci

 

 

 

Calli R. Bucci

 

 

 

Chief Financial Officer