Parallax Health Sciences 8K Material Modifications to Rights of Security Holders | SEC 12 Mar 20

STATE OF NEVADA

BARBARA K. CEGAVSKE

^CommercialRecordingsDivision

Secretary of State

202 N. Carson Street

Carson City, NV 89701

Telephone (775) 684-5708

Fax (775) 684-7138

KIMBERLEY PERONDI

•

North Las Vegas City Hall

Deputy Secretary for

2250 Las Vegas Blvd North, Suite 400

OFFICE OF THE

Commercial Recordings

North Las Vegas, NV 89030

SECRETARY OF STATE

^{Telephone (702) 486-2880}

Fax (702) 486-2888

Certified Copy

3/6/2020 8:56:38 AM

Work Order Number:

W2020030600274

Reference Number:

20200526871

Through Date:

3/6/2020 8:56:38 AM

Corporate Name:

PARALLAX HEALTH SCIENCES,

INC.

The undersigned filing officer hereby certifies that the attached copies are true and exact

copies of all requested statements and related subsequent documentation filed with the

Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number

Description

Number of Pages

20200526867

Amendment After Issuance of Stock

Respectfully,

[ex31certofamendment3.gif]

BARBARA K. CEGAVSKE

[ex31certofamendment4.jpg] Nevada Secretary of State

Certified By:Ashley Pion

Certificate Number:B20200306634925

You may verify this certificate

online at http://www.nvsos.gov

[ex31certofamendment5.jpg]

[ex31certofamendment6.jpg]

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

PARALLAX HEALTH SCIENCES, INC.

(A Nevada Corporation)

Parallax Health Sciences, Inc. (hereinafter called the “Corporation”), a corporation organized and

existing under the laws of the state of Nevada, does hereby certify as follows:

FIRST: A resolution was duly adopted by the Board of Directors of the Corporation pursuant to

Sections78.2055oftheNevadaRevised Statutes(“NRS”)settingforthanamendment to the Amended and

Restated Articles of Incorporation of the Corporation and declaring said amendment to be advisable. The

stockholders of the Corporation duly approved and adopted said proposed amendment at a meeting of

stockholders in accordance with NRS 78.320. The resolution setting forth the amendment is as follows:

RESOLVED, that Article 6 of the Amended and Restated Articles of Incorporation of the

Corporation is hereby amended to insert the following Section 6.1(a) immediately following Section 6.1:

“6.1(a): Reverse Stock Split. Upon the effective time of this Certificate of Amendment to the

Amendedand RestatedArticlesofIncorporation(this“CertificateofAmendment”)with

the Nevada Secretary of State (the “Effective Time”), a one-for-ten¹ reverse stock split

of the Corporation’s Common Stock, $0.001 par value per share (the “Stock”), shall

become effective, pursuant to which every ten shares of Stock outstanding and held of

record by each stockholder of the Corporation (including treasury shares) immediately

prior to the Effective Time shall be reclassified and combined into one validly issued,

fully paid and nonassessable share of Stock automatically and without any action by the

holder thereof upon the Effective Time and shall represent one share of Stock from and

after the Effective Time (such reclassification and combination of shares, the “Reverse

Stock Split”). The par value of the Stock following the Reverse Stock Split shall remain

at$0.001pershare.NofractionalsharesofStockshallbeissuedasaresultoftheReverse

Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate

or book entry position which formerly represented shares of Stock that were issued and

outstanding immediately prior to the Effective Time, any person who would otherwise

be entitled to a fractional share of Stock as a result of the Reverse Stock Split, following

the Effective Time, shall be entitled to receive a cash payment equal to the fraction of a

shareofStocktowhichsuchholderwouldotherwisebeentitledmultipliedbytheclosing

price per share of the Stock on the OTCQB Market at the close of business on the date

oftheEffectiveTime,excludingfractionalsharesresultinginacashpaymentoflessthan

$1.00, which will be forfeit.

Each stock certificate or book entry position that, immediately prior to the Effective

Time, represented shares of Stock that were issued and outstanding immediately prior to

the Effective Time shall, from and after the Effective Time, automatically and without

thenecessityofpresentingthesameforexchange,representthatnumberofwholeshares

of Stock after the Effective Time into which the shares formerly represented by such

certificate or book entry position have been reclassified (as well as the right to receive

cash in lieu of fractional shares of Stock after the Effective Time); provided, however,

¹Shallbeanumbergreaterthanfiveandequaltoorlesserthantenandshallincludenotmorethanfourdecimaldigits.

that each person of record holding a certificate or book entry position that represented

sharesofStockthatwereissuedandoutstandingimmediatelypriortotheEffectiveTime

shall receive, upon surrender of such certificate or book entry position, a new certificate

or book entry position evidencing and representing the number of whole shares of Stock

after the Effective Time into which the shares of Stock formerly represented by such

certificate or book entry position shall have been reclassified.

This Reverse Stock Split shall have no effect on the total number of shares of all classes

of stock for which the Corporation has authority to issue, as set forth in Section 6.1.”

SECOND: This Certificate of Amendment shall be effective at 5:00 p.m., Pacific Time, on March

5, 2020.

INWITNESSWHEREOF,theCorporationhashereuntosetitshandsthis5thdayof March,2020,

hereby declaring and certifying that the facts stated hereinabove are true.

PARALLAX HEALTH SCIENCES, INC.

By:

Paul R. Arena

Its:

Chief Executive Officer and President

Parallax Health Sciences 8-KMaterial Modifications to Rights of Security Holders