August 8, 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 29, 2019
File No. 333-231981
Dear Mr. Arena:
We have reviewed your amended 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. Unless
we note
otherwise, our references to prior comments are to comments in our July 1, 2019
letter.
Amendment No. 1 to Form S-1 filed July 29, 2019
Employees, page 39
1. We note your revised disclosure in response to comment 6. We reissue
comment 6.
Please disclose the total number of employees, including executive
officers, and the
number of full-time employees. See Item 101(h)(4)(xii) of Regulation
S-K.
Intellectual Property Summary , page 66
2. We note your response to comment 10 that you have no formal agreement
with IPN and
no compensatory payments have been paid by the company to IPN. We
reissue the
comment, as we note that disclosure on page 92 reflects accrued benefits
owed and cash
advances owed to IPN. Please revise to clearly disclose the nature of
the relationship
Paul R. Arena
FirstName LastNamePaul Inc. Arena
Parallax Health Sciences, R.
Comapany2019
August 8, NameParallax Health Sciences, Inc.
August 8, 2019 Page 2
Page 2
FirstName LastName
between the company and IPN and the nature of any services provided
and payments
made to IPN. Similarly revise the related party transactions section.
Executive Compensation, page 86
3. We note your response to comment 13 and reissue it in part. Based upon
your response,
the amounts included in the stock and option awards columns of the
table are the
valuations as of the grant date and then allocated in the year vested.
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.
Similarly revise the
Directors' Compensation Table.
4. We note your response to comment 14 and reissue in part. We note that
you have included
accrued compensation including bonus compensation in the all other
compensation table
because it has been accrued. To the extent that the compensation was
earned but deferred
please include in the table for the compensation earned, such as
salary or bonus and
include appropriate footnote disclosure of the nature of the deferral.
See Instruction 4 to
Item 402(n) of Regulation S-K.
5. Please revise the disclosure regarding the compensation of directors
to discuss the formal
compensation plan for directors adopted in January 2019.
Security Ownership of Certain Benficial Owners and Management, page 89
6. We note that the common stock outstanding is as of May 30, 2019.
Please update as of
the most recent practicable date. See Item 403 of Regulation S-K.
7. We note that you have now included indirect ownership of holdings and
made other
revisions in response to comment 14. Please revise the summary
compensation table
consistent with Item 403 of Regulation S-K. For instance, we note that
now you have
included only 10,416,648 shares held by Montecito and then allocated
the remaining to
Mr. Winthrow III and Dr. Gorlach based upon their percentage ownership
in Montecito.
Please revise to reflect the entire amount beneficially owned by
Montecito in the
beneficial ownership table and then such entire amount should also be
included in the
beneficial ownership for Messrs. Winthrow III and Dr. Gorlach, since
they are deemed to
be beneficial owners. Where more than one beneficial owner is known to
be listed for the
same securities, appropriate disclosure should be made to avoid
confusion. See
Instruction 5 to Item 403 of Regulation S-K.
8. Based upon footnote one to the table, the percentage ownership is
based upon the common
stock outstanding, common stock underlying vested options and warrants
and common
stock underlying preferred stock and dividends. Please revise
consistent with Instruction
1 to Item 403 of Regulation S-K and Rule 13d-3(d)(1) of the Exchange
Act.
9. Please include David Appell in the beneficial ownership table and in
the officers and
directors as a group. See Item 403(b) of Regulation S-K.
Paul R. Arena
Parallax Health Sciences, Inc.
August 8, 2019
Page 3
10. Disclose the control person(s) for Ionic Ventures LLC.
Certain Relationships and Related Transactions, page 90
11. Please revise the discussion of the accrued benefits and cash advances
to provide the
disclosure required by Item 404(a)(5) of Regulation S-K and for the
time period required
by Instruction 1 to Item 404.
Description of Indebtedness, page 93
12. We partially reissue comment 25. Please revise to clearly discuss any
past defaults. We
note Exhibit 10.40 referencing a prior default. Consider adding risk
factor disclosure.
Recent Sales of Unregistered Securities, page 100
13. We partially reissue comment 26. Please name the persons or identify
the class of persons
to whom the securities were issued. See Item 701(b) of Regulation S-K.
In
addition,please briefly state the facts relied upon to make the
exemption available. See
Item 701(e) of Regulation S-K. Lastly, we note your reliance upon Rule
701. Please
explain the availability of this exemption in light of Rule 701(b)(1).
Exhibits
14. Please file the employment agreements for David Appell, Nathaniel T.
Bradley and Calli
R. Bucci. See Item 601(b)(10)(iii)(a) of Regulation S-K.
You may contact Joanna Lam at 202-551-2476 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
August 8, 2019 Page 3 Mining
FirstName LastName