UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 3
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year endDecember 31, 2018
or
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________ to _________
Commission File Number000-52534
PARALLAX HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Nevada | 46-4733512 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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1327 Ocean Avenue, Suite B, Santa Monica, CA | 90401 |
(Address of principal executive offices) | (Zip Code) |
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Registrant's telephone number, including area code: | (310) 899-4442 |
Copy of all Communications to:
Peter Hogan, Esq.
Buchalter
1000 Wilshire Blvd., Suite 1500
Los Angeles, CA 90017
(213) 891-0700
Yes☐ No☒ | |
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | Yes☐ No☒ |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. | Yes☒ No☐ |
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit such files). | Yes☒ No☐ |
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. | ☐ |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “ “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |
Large accelerated filer | □ |
| Accelerated filer | □ |
Non-accelerated filer | □ |
| Smaller reporting company | □ |
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| Emerging growth company | ☒ |
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 13(a) of the Exchange Act. | □ |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes□ No☒ |
The aggregate market value of Common Stock held by non-affiliates of the Registrant as of June 30, 2019, was $12,850,866, based on a closing price of $0.14 for the Common Stock on June 30, 2019, the last business day of the Registrant’s most recently completed second fiscal quarter. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the registrant’s
classes of common stock as of the latest practicable date.
220,149,711common shares issued and outstanding as of October 21, 2019
This Amendment No. 3 to the Annual Report on Form 10-K/A for the fiscal year ending December 31, 2018, is being filed solely to furnish the Interactive Data files as Exhibit 101 to Amendment No. 2 to the Annual Report on Form 10-K/A filed on October 21, 2019, in accordance with Rule 405 of Regulation S-T.
ITEM 15. EXHIBITS
Exhibits required by Item 601 of Regulation S-B
Exhibit Number | Description of Exhibit | Filing Reference |
(100) | XBRL Related Documents | |
101.INS** | XBRL Instance Document | Filed herewith. |
101.SCH** | XBRL Taxonomy Extension Schema Document | Filed herewith. |
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. |
101.LAB** | XBRL Taxonomy Extension Labels Linkbase Document | Filed herewith. |
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. |
101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. |
*Filed herewith.
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| PARALLAX HEALTH SCIENCES, INC. | |
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| Dated: October 23, 2019 | /s/ Paul R. Arena |
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| Paul R. Arena |
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| President, Chief Executive Officer |
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| Dated: October 23, 2019 | /s/ Calli R. Bucci |
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| Calli R. Bucci |
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| Chief Financial Officer |
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In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Dated: October 23, 2019 | /s/ Paul R. Arena |
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| Paul R. Arena |
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| President, Chief Executive Officer |
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| Dated: October 23, 2019 | /s/ Calli R. Bucci |
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| Calli R. Bucci |
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| Chief Financial Officer |
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| Dated: October 23, 2019 | /s/ E. William Withrow Jr. |
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| E. William Withrow Jr. |
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| Director |
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| Dated: October 23, 2019 | /s/ John L. Ogden |
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| JohnL.Ogden |
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| Director |
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| Dated: October 23, 2019 | /s/ Nathaniel T. Bradley |
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| Nathaniel T. Bradley |
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| Director |
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