As filed with the U.S. Securities and Exchange Commission on June 17, 2019
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PARALLAX HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) | 46-4733512 (I.R.S. Employee Identification No.) |
1327 Ocean Avenue, Suite B
Santa Monica, CA 90401
(Address of Principal Executive Offices)(Zip Code)
Parallax Health Sciences, Inc. 2019 Stock Incentive Plan
(Full title of the plan)
Paul R. Arena
Chief Executive Officer and President
Parallax Health Sciences, Inc.
1327 Ocean Avenue, Suite B
Santa Monica, CA 90401
(213) 891-0700
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
COPIES TO:
Peter Hogan, Esq.
Buchalter, a professional corporation,
1000 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90017-1730
Phone: (213) 891-0700
Fax: (213) 896-0400
Large accelerated filer | ☐ |
| Accelerated filer | ☐ |
Non-accelerated filer | ☐ |
| Smaller reporting company | ☐ |
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| Emerging growth company | þ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨ |
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
Common Stock | 40,000,000 | $0.06 | $2,400,000 | $290.88 |
(1)Includes an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to the stock plan described herein as the result of any future stock split, stock dividend or similar adjustment of the Registrant’s outstanding common stock.
(2)Estimated pursuant to Rule 457(c) solely for purposes of calculating amount of registration fee, based upon the average of the high and low prices as of June 13, 2019, as reported on the OTCQB Marketplace.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required in Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act is not required to be filed with the Securities and Exchange Commission (the “Commission”) and is omitted from this Registration Statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this registration statement:
(a)The Registrant'sAnnual Report on Form 10-K for the year ended December 31, 2018 filed with the Commission on April 1, 2019.
(b)The Registrant’sQuarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Commission on May 10, 2019.
(c)The Registrant’s Current Reports on Form 8-K as filed with the Commission onJanuary 7, 2019,January 22, 2019,January 30, 2019,February 5, 2019,March 15, 2019,March 19, 2019,March 22, 2019,April 1, 2019,April 9, 2019,April 19, 2019,May 7, 2019 andJune 11, 2019.
(d)The description of the Registrant’s common stock contained in the Company’sRegistration Statement on Form S-1 (File No. 333-231981) filed with the Commission on June 6, 2019, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, in any subsequently filed supplement to this Registration Statement or any document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Buchalter, a professional corporation, has given an opinion on the validity of the securities being registered hereunder. Buchalter, a professional corporation, does not own any shares of the Registrant’s common stock.
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Item 6. Indemnification of Directors and Officers.
Nevada Law
Nevada law generally permits the Registrant to indemnify our directors, officers and employees. Pursuant to the provisions of Nevada Revised Statutes 78.7502, a corporation may indemnify its directors, officers and employees as follows:
(a)A corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation, against expenses, actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable for breach of his fiduciary duties as a director or officer pursuant to Nevada Revised Statutes 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
(b)A corporation may indemnify any person who was or is a party or is threatened to be made a party to any action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation against expenses actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable for breach of his fiduciary duties pursuant to Nevada Revised Statutes 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
(c)To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.
Charter Provisions and Other Arrangements of the Registrant
Article XI of the Registrant's Articles of Incorporation ("Article XI") states that the Registrant shall indemnify its directors, officers, employees, fiduciaries and agents to the fullest extent permitted under the Nevada Revised Statutes. Article XI also states that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for conduct as a director, except for liability of the director (i) for acts or omissions that involve intentional misconduct by the director or a knowing violation of law by the director or (ii) the payment of dividends in violation of Nevada Revised Statutes 78.300.
Article XI also requires that every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person for whom he is the legal representative is or was a director or officer of the Registrant or is or was serving at the request of the Registrant as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the law of the State of Nevada from time to time against all expenses, liability and loss (including attorney’s fees, judgements, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right that may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any By-Law, agreement vote of stockholders, provision of law or otherwise, as well as their rights under this Article.
Any repeal or modification of Article XI by the Registrant's stockholders shall not adversely affect any right of any individual who is or was a director of the corporation which existed at the time of such repeal or modification.
Item 7.Exemption from Registration Claimed.
Not applicable.
Item 8.Exhibits.
Exhibit | Description |
Opinion of Buchalter, a professional corporation, regarding legality | |
Consent of Buchalter, a professional corporation, (included in Exhibit 5) |
Item 9. Undertakings.
(a)The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(b)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
(c)In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Santa Monica, California, on June 17, 2019.
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| Parallax Health Sciences, Inc. |
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| /s/ Paul R. Arena |
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| By: Paul R. Arena Its: Chief Executive Officer and President (Principal Executive Officer) |
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| /s/ Calli R. Bucci |
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| By: Calli R. Bucci Its: Chief Financial Officer (Principal Financial Officer) and Chief Compliance Officer |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:
| Dated: June 17, 2019 | /s/ Paul R. Arena |
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| Paul R. Arena Chief Executive Officer, President (Principal Executive Officer), and Director |
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| Dated: June 17, 2019 | /s/ Calli R. Bucci |
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| Calli R. Bucci Chief Financial Officer (Principal Financial Officer) and Secretary |
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| Dated: June 17, 2019 | /s/ Nathan T. Bradley |
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| Nathan T. Bradley Chief Technology Officer and Director |
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| Dated: June 17, 2019 | /s/ Edward W. Withrow, Jr. |
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| Edward W. Withrow, Jr. Director |
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| Dated: June 17, 2019 | /s/ John L. Ogden |
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| John L. Ogden Director |
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Exhibit | Description |
Opinion of Buchalter, a professional corporation, regarding legality | |
Consent of Buchalter, a professional corporation, (included in Exhibit 5) |
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