July 1, 2019
Paul R. Arena
Chief Executive Officer
Parallax Health Sciences, Inc.
1327 Ocean Avenue, Suite B
Santa Monica, CA 90401
Re: Parallax Health Sciences, Inc.
Registration Statement on Form S-1
Filed June 6, 2019
File No. 333-231981
Dear Mr. Arena:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Form S-1 File June 6, 2019
Cover Page
1. Please highlight the cross-reference to the risk factor section and
provide a page number.
See Item 501(b)(5) of Regulation S-K.
2. Please disclose the offering price of the securities, as required by
Item 501(b)(3) of
Regulation S-K.
Prospectus Summary, page 1
3. Please include the address and phone number of your principal executive
offices, as
required by Item 503(b) of Regulation S-K.
Paul R. Arena
FirstName LastNamePaul Inc. Arena
Parallax Health Sciences, R.
Comapany NameParallax Health Sciences, Inc.
July 1, 2019
Page 2
July 1, 2019 Page 2
FirstName LastName
Shares Eligible for Future Sale, page 33
4. We note the disclosure regarding Rule 701 of the Securities Act Rules.
Please note that
this rule only applies to the resale of securities that were issued
pursuant to Rule 701
before the company became a reporting company. Revise the disclosure
accordingly.
Description of Business, page 36
5. We note your estimates for market opportunities and specific data
points. Please disclose
in the filing the basis, including any sources and assumptions, for
these statements and
describe the specific risks relating to your assumptions.
6. Please disclose the number of total employees and the number of
full-time employees, as
required by Item 101(h)(4)(xii) of Regulation S-K.
The Cross-Over and Cross-Pollination Model, page 38
7. Please further describe the Cross-Over and Cross-Pollination Model,
including whether
you have entered into any relationships and the steps you intend to
take to implement this
model. See Item 101(h)(4)(i) and (iii) of Regulation S-K.
Target System and Diagnostic Testing Platform, page 39
8. Please further describe the Target System, specifically the SPARK
Mobile application,
here and elsewhere. For example, please describe how the SPARK Mobile
System is used
as well as the current status of the development of the system. See
Item 101(h)(4)(ii)-
(iii) of Regulation S-K.
Connected Health and Fotodigm Platform, page 48
9. We note Fotodigm is in its "beta stage". Please further describe the
current
development of Fotodigm. See Item 101(h)(4)(iii) of Regulation S-K.
Intellectual Property Summary, page 59
10. We note your agreement with Intellectual Property Network, which is
owned and
controlled by officers of your company. Accordingly, please disclose
the information
required by Item 404 of Regulation S-K in the related transactions
section and file as an
exhibit. See Item 601(b)(10) of Regulation S-K.
Paul R. Arena
FirstName LastNamePaul Inc. Arena
Parallax Health Sciences, R.
Comapany NameParallax Health Sciences, Inc.
July 1, 2019
July 1, 2019 Page 3
Page 3
FirstName LastName
Managements Discussion and Analysis of Financial Condition and Results of
Operations, page
63
11. Please include a discussion and analysis of your results of
operations, financial condition
and cash flows for the period ended December 31, 2018 as compared to
the comparable
period in 2017 in order to comply with Item 303(a) of Regulation S-K.
Your discussion
should include the specific reasons and factors contributing to
material changes in your
results.
Management, page 75
12. Please disclose the business experience during the past five years for
Calli R. Bucci, and
E. William Withrow Jr. See Item 401(e)(1) of Regulation S-K.
Executive Compensation, page 78
13. Based upon the footnotes to the table, it appears the amounts included
in the stock and
option awards columns of the table are the valuations as of the year
vested, not as of the
grant date. Please revise to include the aggregate grant date fair
value computed in
accordance with FASB ASC Topic718. See Item 402(n)(2)(v) and
(n)(2)(vi) of
Regulation S-K. In addition, please include a footnote disclosing all
assumptions made in
the valuation by reference to a discussion of those assumptions in
your financial
statements, footnotes to the financial statements or MD&A. See
Instruction 1 to Item
402(n)(2)(v) and (n)(2)(vi).
14. We note the disclosure regarding the employment agreements of Mr.
Bradley. Please
include disclosure regarding the differences between the agreement and
actual
compensation paid and the reasons for the difference. We note that the
salaries paid in
2017 and 2018 were not consistent with the agreements and we note that
the initial
agreement included a signing bonus of $50,000 that is not included in
the table. We note
similar discrepancies relating to Mr. Arena and Ms. Bucci. Please
revise or advise.
Lastly, we note that some compensation has been deferred and accrued
until the Company
reaches certain goals. Please discuss these goals in greater detail.
15. Please revise the Outstanding Equity Awards at Fiscal Year End table
to reflect stock
awards that have not vested. See Item 402(p)(2)(vii) of Regulation
S-K. In addition,
please revise the information to be as of the end of the last fiscal
year, December 31,
2018, rather than the March 31, 2019 date you have used.
16. Please revise to include a director compensation table as required by
Item 402(r) of
Regulation S-K. We note the reference to options issued to directors
on page 81.
Paul R. Arena
FirstName LastNamePaul Inc. Arena
Parallax Health Sciences, R.
Comapany NameParallax Health Sciences, Inc.
July 1, 2019
July 1, 2019 Page 4
Page 4
FirstName LastName
Security Ownership of Certain Beneficial Owners and Management, page 81
17. Please provide the name and address of the beneficial owner as
required by Item 403(a) of
Regulation S-K.
18. Please include in the table for each individual the amount of shares
that they beneficially
own. See Item 403 of Regulation S-K. For example, please include the
shares owned by
Montecito Biosciences in the amount owned by the beneficial owners,
Mr. Winthrow III
and Dr. Gorlach, as reflected in footnote two.
19. Please disclose the amount and percent owned by officers and directors
as a group. See
Item 403(b) of Regulation S-K.
20. We note that the preferred stock is convertible into common stock.
Please include these
securities in the beneficial ownership table as required by Item 403
of Regulation S-K.
See Rule 13d-3(d)(1)(i) of the Exchange Act Rules.
21. Based upon the disclosure in the selling shareholders table on page
29, it appears that
Ionic Ventures LLC should be included in the security ownership table.
Please revise.
Certain Relationships and Related Party Transactions, page 82
22. For each transaction discussed in this section, clearly identify the
related person involved.
In addition, for each related person, please disclose the basis on
which the person is a
related person, as required by Item 404(a)(1) of Regulation S-K. For
example, we note
Hamburg Investment Company LLC.
23. For each debt transaction, please provide the disclosure required by
Item 404(a)(5) of
Regulation S-K.
24. Please revise to include disclosure of the cash advances reflected in
footnote 7 to the
financial statements.
Description of Indebtedness, page 85
25. Please revise the disclosure regarding the convertible debentures both
in this section and
elsewhere in the prospectus to reflect the conversion price in the
event of default or on or
after a date that is a certain number of calendar days from the
issuance date, as set forth in
the various convertible debentures filed as exhibits. In addition,
please disclose any
defaults on debt in this section and the MD&A. We note Exhibit 10.40
reflects default on
certain convertible promissory notes. Please also file the executed
exhibit rather than the
form of the agreement.
Recent Sales of Unregistered Securities, page 92
26. For each sale of securities, please identify the exemption you are
relying on as well and
briefly state the facts relied upon to make the exemption available.
See Item 701(e) of
Paul R. Arena
Parallax Health Sciences, Inc.
July 1, 2019
Page 5
Regulation S-K. Please also revise to include the convertible debt
transactions in this
section.
Signatures, page 95
27. Please include the signature of your controller or principal
accounting officer. See
Instruction 1 to the Signatures to Form S-1.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Joanna Lam at 202-551-3476 or Craig Arakawa at
202-551-3650 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Michael Killoy at 202-551-7576 or Pam Howell at 202-551-3357 with any
other
questions.
Sincerely,
FirstName LastNamePaul R. Arena
Division of
Corporation Finance
Comapany NameParallax Health Sciences, Inc.
Office of
Beverages, Apparel and
July 1, 2019 Page 5 Mining
FirstName LastName