SANTA MONICA, Calif., Jan. 3, 2018 /PRNewswire/ -- Parallax Health Sciences, Inc. ("Parallax" or the "Company") (OTC-Pink: PRLX), and its wholly-owned subsidiaries Parallax Health Management, Inc. ("PHM"), Parallax Behavioral Health, Inc. ("PBH"), the owner of RoxSan Pharmacy, Inc. and an emerging leader in Remote Patient monitoring and point of care technology, today announced that its board of directors has approved the planned spin-off of its pharmacy business, known as RoxSan Pharmacy, Inc. ("RoxSan"), and declared a special dividend distribution of a majority of the outstanding shares of RoxSan common stock, ("Special Dividend").
The Special Dividend will be made in conjunction with an equity financing into RoxSan currently in negotiation and the exact number of common stock ratio to be distributed will be announced at a later date and distributed to those shareholders of record as of the close of business on March 31, 2018. Parallax shareholders will receive shares of RoxSan common stock. Registered shareholders will receive cash in lieu of fractional shares. The Special Dividend distribution is expected to be paid on or about April 1, 2018.
The distribution of RoxSan common stock will complete the proposed separation of the pharmacy business from Parallax. After the separation, RoxSan will become an independent company focused on compounding, prescriptions and infertility drugs, and Parallax will retain no ownership interest.
"Today's announcement is a significant milestone toward the creation of a 'pure play' focused on shareholder value creation with priorities given toward the goal of scaling our PHM, PBH and diagnostics businesses, each of which will be focused on transforming the lives of patients in distinct areas," said Paul Arena, Chief Executive Officer of Parallax.
The stock dividend distribution is subject to, among other conditions, a majority of the shareholders of Parallax voting in favor of the transaction. It is anticipated that a proxy solicitation will not be required. The Company will file the appropriate information describing the details on Form 8-K contemporaneous with the completion of this contemplated transaction.
The spin-off has been structured to qualify as a tax-free distribution to U.S. holders of Parallax's common stock for U.S. federal income tax purposes. However, cash received in lieu of fractional shares may be taxable to such shareholders. Shareholders should consult their tax advisors with respect to U.S. federal, state, local and non-U.S. tax consequences of the separation and distribution of RoxSan.
No action is required by Parallax shareholders to receive shares of RoxSan common stock as part of this Special Dividend distribution. Any holder of Parallax common stock who sells shares of Parallax common stock on or before the distribution date may be selling the entitlement to receive shares of RoxSan common stock.
About Parallax Health Sciences, Inc.
Parallax Health Sciences, Inc. (PRLX), a Nevada corporation, is headquartered in Santa Monica, CA. The Company is focused on personalized patient healthcare through its wholly owned subsidiaries, Parallax Health Management, Parallax Behavioral Health and Parallax Diagnostics. Please visit www.parallaxhealthsciences.com.
About Parallax Health Management, Inc.
Parallax Health Management, Inc. (PHM), a wholly owned subsidiary of Parallax Health Sciences, Inc., utilizes its award winning and patented QOLPOM Hub to interface patients, doctors, hospitals, treatment centers, rehab centers and tele-health operations with seamless systems integration capabilities, technologies and know how. PHM is the sole source of valuable remote patient monitoring systems and services that enable measurement of outcomes and the maximization of quality of life for end-users and peace of mind for those who love and care for them. PHM is continually improving to deliver a live customer experience. Please visit http://parallaxhealthmanagement.com
About Parallax Diagnostics, Inc.
Parallax Diagnostics, Inc., a wholly owned subsidiary of Parallax Health Sciences, Inc., has an exclusive license, in perpetuity, to a line of proprietary, FDA approved, Point of Care single platform diagnostic tests focusing on the detection and monitoring of infectious diseases. Please visit http://www.parallaxdiagnostics.com
About Parallax Behavioral Health, Inc.
Parallax Behavioral Health (PBH), a wholly owned subsidiary of Parallax Health Sciences, Inc., is a point of care diagnostic business and is a critical business unit to the PRLX comprehensive healthcare strategy. With its patent pending technology (R.E.B.O.O.T), which encompasses predictive, progressive behavior analytics and goal optimization software, PBH is strategically positioned to enable both large healthcare corporations as well as individuals take control of their health outcomes.
Health Organizations for the first time will have the opportunity to "scale" their patient adherence programs while having visibility into its effectiveness and bottom line impact.
Individual users will have a goal wizard, virtual coach and rules engine that will help create a personal path toward wellness. With personalized analysis, decision support and "goal" mastery feedback, the individual will be primed, guided and motivated to adhere to their treatment plan. Please visit http://www.parallaxhealth.net
About RoxSan Pharmacy, Inc.
RoxSan Pharmacy, Inc., a wholly owned subsidiary of Parallax Health Sciences, Inc., is a California-based Pharmacy that specializes in compounding prescriptions and infertility treatments. RoxSan Pharmacy is licensed in 37 States in the US. Please visit http://www.roxsan.com
This release includes forward-looking statements contained within 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 Parallax's 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 Parallax's 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 Parallax's Form 10-K and other report filings with the SEC. Parallax is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
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SOURCE Parallax Health Sciences, Inc.