ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The disclosures set forth in Item 5.02 are incorporated into this Item 1.01 by reference.

ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On September 23, 2021, the Company executed an Executive Agreement (the "Executive Agreement") for the appointment of Ms. Sonia Choi as the Company's interim Chief Executive Officer effective September 14, 2021, pursuant to a resolution of the board of directors dated September 15, 2021.

The Executive Agreement replaces any other agreement between Ms. Choi and the Company or any of its subsidiaries, is for an initial term of one (1) year, and provides a base compensation of $185,000 per annum. The Executive Agreement also provides for various performance bonuses, and customary employee benefits, as well as performance-based stock options to purchase shares of the Company's Common Stock at an exercise price of $0.052 for a period of five (5) years from the date of grant, to be granted upon satisfactory completion of performance events.

The foregoing disclosure of the Executive Agreement set forth in this Section 5.02 does not purport to be complete, and is qualified in its entirety by reference to the Executive Agreement, which is filed as Exhibit 10.1 of this Current Report and incorporated by reference herein.





Ms. Sonia Choi

Ms. Choi is a highly experienced executive who combines analytical business strategies with results-driven creativity to identify new opportunities to drive growth. She has played key roles in innovative startup companies, and has launched new initiatives for small e-commerce companies. She has also led successful business development and marketing campaigns for NASDAQ traded companies. In addition, Ms. Choi has assisted several startup companies in securing Series A & Series B funding, and has commanded D&I initiatives in the field of technology.

Ms. Choi is a patented inventor within the technology sector, and is experienced in patent monetization and patent portfolio management. She also has a background in the medical field as a licensed PCA caregiver, having provided health care services at Village Care Hospice in New York, as well as in the private sector.

Ms. Choi attended Boston University, majoring in Environmental Studies.

The Company believes Ms. Choi is qualified to be the Company's interim Chief Executive Officer because of her extensive background and experience in corporate leadership and development.





Family Relationships

There are no family relationships between Ms. Choi and any of the Company's directors and officers.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS





(d) Exhibits



Exhibit
Number       Description of Exhibit                    Filing Reference
               Executive Agreement     dated
  10.    1     September 14    , 2021     between      Filed herewith.
             Parallax Health Sciences, Inc and
                 Sonia Choi

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