UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2020

PARALLAX HEALTH SCIENCES, INC.

(Exact name of Company as specified in its charter)

Nevada	000-52534	46-4733512
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	1327 Ocean Avenue, Suite B Santa Monica, CA 90401 (Address of principal executive offices) 310-899-4442 (Registrant’s Telephone Number)
Copy of all Communications to: Peter V. Hogan Buchalter 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 90017 (213) 891-0700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.		¨

As used in this current report and unless otherwise indicated, the terms "we", "us", "our", “Company”, and “Parallax” mean Parallax Health Sciences, Inc., a Nevada corporation, and its subsidiaries, unless otherwise indicated.

ITEM 8.01OTHER EVENTS

Sunday, May 17, 2020

PAUL ARENA’S CHAIRMAN’S LETTER TO SHAREHOLDERS

To our Shareholders,

When I initially sat down to write this letter, I was in my office and thinking o f how to describe the events of 2019 and what Parallax achieve d last year. Today, that seems a distant reality.

We find ourselves deep in a crisis, the extent of which has not been seen in our lifetimes. Prior to March, the country’s unemploymen t rate was the best we have seen in many years. Our quality of li ving was on the upswing and the consensus was positive. That a ll came to a stop. The country’s unemployment claims are now skyrocketing, and our GNP is suffering. Here, on our streets in New York, businesses and shops are beginning to close, and it feels like we are living in an apocalypse. However, many fo rtunes will be made and lost during these tumultuous times, a nd I believe our Company, Parallax Health Sciences and our wh olly-owned subsidiaries are well-positioned to exploit ou r resources and effectively address opportunities in the po int-of-care healthcare marketplace for diagnostics. This has been the Company’s directive for several years, and is wh ere the Company is deeply steeped in proprietary technology , patents and knowhow. I will attempt to address our areas of s trength and offer a view into our short-term, intermediate, and long-term goals.

When misinformation exists, people worry and that can create fear. This fear stems from a sense of u ncertainty that seems to have no straight answer. We are not an organization that fuels uncertainty. My style for over th irty years of running public companies has been for the organ ization to communicate with its shareholders effectively, especially through times of crisis. I am here to assure our sh areholders that we now have policies and priorities in place to succeed. The Company is able to function effectively whil e many of us are quarantined in our homes, and steps have been t aken to ensure that all of our employees have protective supp lies to help guard against COVID-19.

As Chairman and CEO of the Company, I am working closely to communicate with our boar d of directors, our executives and staff through this crisis to provide regular updates on various developments and init iatives. This includes information about the state of the Co mpany, new policies and procedures, and opportunity update s.

Our opportunities include, but are not limited to the sales and distribution of medical supplies and devices, as well as the proprietary development and manufacturing of our own devices and remote patient monitoring platform. It is our in tention to obtain an operating profit as early as possible in the short-term, to continue to grow our revenue base over the intermediate term and to complete the engineering, design a nd build of our SparksTM Mobile immunoassay handheld diagno stics device, which should provide substantial long-term v alue to our shareholders.

We have recently acquired a number of new customers and our staff is working diligently to tran sact business for the benefit of our Company and its sharehol ders.

Parallax’s Value Propositions

Has proprietary algorithms for remote patient monitoring platform that are pre dictive in nature

Has been issued or exclusively licensed 14 patents and has several patents pending

Has an intellectual property portfolio believed to be worth several hundreds of millions of dollars on an NPV basis based on current market in fringement, and has recently acquired preliminary third-p arty validity analysis

Has FDA-cleared immunoassay diagnostics device and 25 diagnostics tests

Plans to manufacture and license proven technology for patented handheld immun oassay diagnostics device

Has a management team in place with proven track record in previous companies

These items should add substantial value for our shareholders

Our Goals

Short-Term	Intermediate-Term	Long-Term
New Customers	Grow Revenues	Manufacture / License Diagnostics
New Partners	Complete Technology Platform	Continue to Build Shareholder Value
Cash Flow	Complete Prototype Diagnostics	Potential Exit

On April 13, 2020, the Company received an Order of Suspension of Trading dated April 10, 2020 (the “Order”) from the U nited States Securities and Exchange Commission (“SEC”). T he temporary suspension period was from 9:30 a.m. EDT on Apri l 13, 2020, through 11:59 p.m. EDT on April 24, 2020. The Order referred to questions raised regarding the accuracy of the C ompany’s recent press releases in relation to the Company’s development of a rapid screening test for COVID-19, and the C ompany’s access to “large quantities of COVID-19 diagnosti cs testing kits and personal protective equipment.”

In an effort to protect the interests of shareholders, the SEC has i ssued similar orders and suspensions recently to several re gistrants, with concerns over the validity of claims made in connection with the availability of COVID-19 tests and supp lies.

The Company, along with its counsel, is cooperating fully with the SEC to substantiate the Company’s recent publi c announcements and business endeavors, and is addressing a ny questions and/or concerns raised regarding the accuracy of the assertions made in the Company’s press releases.

Pursuant to Rule 15c2-11 under the Securities Exchange Act of 19 34, as amended (the “Exchange Act”), at the termination of th e trading suspension, no quotation may be entered unless and until the Company has strictly complied with all provisions of the rule, including the filing of a new Form 15c2-11 with FI NRA.

The Company filed its 2019 Annual Report, Form 10-K, with the SEC on May 15, 2020 for the purposes of satisfying its fi nancial reporting requirements. However, in addition to th e Company's reporting obligations, the Company must have a F INRA Member Market Maker file a 15c2-11 with FINRA in order fo r the Company’s shares to resume trading on the OTCQB market. These actions do not impact or otherwise affect the Company's results of operations or disclosures as set out in this Annu al Report. The Company believes that this Annual Report, For m 10-K fully complies with the requirements of the Exchange A ct and, in accordance with generally accepted accounting pr inciples, that it fairly presents, in all material respects , the financial condition and results of operations of the Co mpany as at the relevant dates.

Now that the trading suspension period has ended, and the 2019 10-K has been filed, the Com pany is in the process compiling the information required fo r its 15c2-11 submission by a FINRA Member Market Maker. The C ompany anticipates the filing of a new Form 15c2-11 within th e next 30 days. If any party has any questions as to whether the Company has complied with the rule, they should contact the s taff in the Division of Trading and Markets, Office of Interp retation and Guidance, at (202) 551-5777.

In Closing

Much of this crisis is unprecedented and as such, there is no scrip t or road map and there is much uncertainty. However, we belie ve the Company is situated in the unique position to benefit f rom our assets, knowhow and management’s ability to execute on our business strategies. Exceptional leaders create exc eptional organizations that adapt in times of turmoil. We ca n expect that things will be different when this crisis is ove r.

The key for us is that, whether it be the COVID-19 pandemic or some future unforeseen pandemic, the worldwide healthca re need for reliable point-of-care diagnostics and monitor ing is not going to go away. It is, in fact, very much here to sta y. That, for the Company, is very much in our wheelhouse.

To all our employees, to our friends, clients, and shareholders , and especially to the healthcare communities where we oper ate, please do all you can to stay healthy and be safe.

Sincerely,

Paul R. Arena

Chairman and Chief Executive Officer

Parallax Health Sciences, Inc.

paul@parallaxcare.com

Cell 404-915-8449

_________________________________________________________

Forward-Looking Statements

The terms “the Company”, “we”, “us”, “our”, and “Parallax” shall mean Parallax Health Sciences, Inc., and its wholly-owned subsidiaries, Parallax Diagnostics, Inc., Parallax Health Management, Inc., Parallax Behavioral Health, Inc., and Parallax Communications, Inc., unless otherwise indicated.

This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements. All forward-looking statements involve risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. Factors that may cause actual results to differ materially from those in the forward-looking statements include those set forth in our Form 10-K and other reports filed with the SEC. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PARALLAX HEALTH SCIENCES, INC.



	Dated: May 18, 2020	/s/ Paul R. Arena
		Paul R. Arena
		Chief Executive Officer

PARALLAX HEALTH SCIENCES, INC. 8-K