ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 11, 2022, pursuant to a unanimous resolution of the Company’s Board of Directors, the Company and its wholly owned subsidiary, Parallax Behavioral Health, Inc. (“PBH” or “Seller”), executed an Intellectual Property Purchase Agreement (the “Purchase Agreement”) for the sale of certain intellectual property (the “Intellectual Property”), as defined within the Purchase Agreement, to Data Health Partners, Inc., a privately held Delaware corporation (“DHPI” or “Buyer”). The Purchase Agreement is effective April 13, 2022, and includes the following consideration to Seller for the transfer of all rights, title and interest in and to the Intellectual Property to Buyer:
1.An aggregate of 3,960,344 shares of Buyer’s common stock to be issued to the Company’s shareholders of record on the Record Date of April 13, 2022 (the “Parallax Shareholders”); and
2.An Anti-Dilution Agreement providing for certain protections for the Parallax Shareholders; and
3.A corporate Promissory Note in the principal sum of twenty million dollars ($20,0000,000), bearing interest at a rate of three percent (3%) per annum, and maturing in ten (10) years (the “Note”). The Note is secured by the Intellectual Property, as defined within the Intellectual Property Pledge and Security Agreement; and
4.A royalty of two and one-half percent (2.5%) of Net Proceeds from the monetization of the Intellectual Property, as defined within the Royalty Agreement.
The foregoing disclosure set forth in this Section 1.01 does not purport to be complete, and is qualified in its entirety by reference to the Intellectual Property Purchase Agreement filed herewith as Exhibit 10.1 of this Current Report and incorporated by reference herein.
Purpose and Consideration
Parallax has entered into this transaction to help the Company meet its financial obligations and generate value for its shareholders.
DHPI has entered into this transaction in an effort to monetize the Intellectual Property through licensing and joint ventures, and to prosecute possible infringement through litigation.
The consideration provided to Parallax has been based upon potential sources of revenues for the Intellectual Property from prospective licensing and recovery of financial damages from infringement.
About Data Health Partners
The primary focus of the Data Health Partners, Inc. business is in the commercialization of intellectual property through business development, licensing endeavors, and enforcement of intellectual property services and products. Ms. Calli Bucci serves as DHPI’s Chief Financial Officer and is a member of its Board of Directors, and is also Parallax’s Chief Financial Officer and Corporate Secretary, and a member of Parallax’s Board of Directors.