TRxADE HEALTH Announces Material Agreements and Officer Changes

TL;DR

TRxADE HEALTH (TRXH) filed an 8-K detailing asset deals, equity sales, and exec changes. Big moves happening.

AI Summary

On July 25, 2024, TRxADE HEALTH, INC. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also addressed unregistered sales of equity securities, material modifications to security holder rights, and changes in officers and directors, including compensatory arrangements.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential acquisitions or asset sales and changes in executive and board composition, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, asset acquisitions/dispositions, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• TRxADE HEALTH, INC. (company) — Filer
• 20240725 (date) — Report Date
• 20240731 (date) — Filing Date

FAQ

Key Financial Figures

• $0.00001 — ch registered Common stock, par value $0.00001 per share MEDS The Nasdaq Stock Mar
• $1.5B — achieving significant revenue growth (>$1.5B) with high profit margins. Prior to joi

Filing Documents

• form8-k.htm (8-K) — 110KB
• ex2-1.htm (EX-2.1) — 692KB
• ex3-1.htm (EX-3.1) — 12KB
• ex10-1.htm (EX-10.1) — 65KB
• ex10-2.htm (EX-10.2) — 114KB
• ex10-3.htm (EX-10.3) — 96KB
• ex10-4.htm (EX-10.4) — 115KB
• ex99-1.htm (EX-99.1) — 19KB
• ex3-1_001.jpg (GRAPHIC) — 236KB
• ex3-1_002.jpg (GRAPHIC) — 754KB
• ex3-1_003.jpg (GRAPHIC) — 874KB
• ex3-1_004.jpg (GRAPHIC) — 1037KB
• ex3-1_005.jpg (GRAPHIC) — 1023KB
• ex3-1_006.jpg (GRAPHIC) — 1190KB
• ex3-1_007.jpg (GRAPHIC) — 1189KB
• ex3-1_008.jpg (GRAPHIC) — 1108KB
• ex3-1_009.jpg (GRAPHIC) — 1089KB
• ex3-1_010.jpg (GRAPHIC) — 1037KB
• ex3-1_011.jpg (GRAPHIC) — 558KB
• ex3-1_012.jpg (GRAPHIC) — 112KB
• ex3-1_013.jpg (GRAPHIC) — 568KB
• ex99-1_001.jpg (GRAPHIC) — 16KB
• 0001493152-24-029787.txt ( ) — 16473KB
• meds-20240725.xsd (EX-101.SCH) — 3KB
• meds-20240725_lab.xml (EX-101.LAB) — 33KB
• meds-20240725_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01 by reference

Item 1.01 by reference. The foregoing description of the Consulting Agreements does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreements is filed as Exhibits 10.2 and 10.3. Registration Rights Agreement Separately, the Company intends to enter into a Registration Rights Agreements in substantially the form attached hereto as Exhibit 10.4 to this Current Report on Form 8-K (the "Form Registration Rights Agreement"), which is incorporated herein by reference. The Form Registration Rights Agreement contemplates that the Company will prepare and file a resale registration statement with the SEC upon receiving a request from the Initiating Holders (as defined in the Form Registration Rights Agreement) in compliance with the terms of the Form Registration Rights Agreement. The Company anticipates that it will agree to use commercially reasonable efforts to cause this resale registration statement to become effective. Under the Form Registration Rights Agreement, the Company has agreed to, among other things, indemnify the selling Holder (as defined in the Form Registration Rights Agreement), and the partners, members, directors, officers and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act of 1933, as amended (the "Securities Act")) for each such Holder; and each individual, corporation, partnership, trust, limited liability company, association or other entity, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Securities and Exchange Act of 1934, as amended (the "Exchange Act") against any Damages (as defined in the Form Registration Rights Agreement). The foregoing description of the Form Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Form Registration Rights Agreement attached hereto as Exhibit 10.4. Item 2.01.

01. The parties consummated the Mergers on July 25, 2024

Item 2.01. The parties consummated the Mergers on July 25, 2024. Item 3.02. Unregistered Sales of Equity Securities. To the extent required, the information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The securities issued pursuant to the Merger Agreement have been and will be issued pursuant to and in accordance with the exemption from registration under the Securities Act, provided by Section 4(a)(2) thereof. Item 3.03. Material Modification to Rights of Security Holders. To the extent required, the information contained in Item 1.01, Item 2.01, and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. To the extent required, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this

02

Item 5.02. Appointment of New Directors In connection with the consummation of the Mergers, on July 25, 2024, the Company's Board appointed Shankar Hariharan and Narasimhan Mani to the Board. It has not yet been determined on which committees of the Board either Dr. Hariharan or Dr. Mani will serve. Set forth below is certain information concerning each new director's past employment history, directorships held in public companies, if any, and their qualifications for service on the Board. None of Dr. Hariharan, Dr. Mani, nor their respective immediate family members (within the meaning of Item 404 of Regulation S-K), had or will have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Dr. Hariharan and Dr. Mani will be entitled to equity and cash compensation provided to all independent directors in accordance with the Company's policies and practices. Shankar Hariharan Dr. Hariharan has over 37 years of experience in successfully leading branded, specialty and generic pharmaceutical businesses and has held several leadership positions at Scienture, Forest Labs, Par Pharmaceuticals and Amneal Pharmaceuticals. He most recently was the founder, president and chief executive officer of Scienture. At Amneal in his role as the Executive Vice President and Chief Scientific Officer, he oversaw Global Research & Development, Global Regulatory Affairs, and Specialty Product Development and was instrumental in the company achieving significant revenue growth (>$1.5B) with high profit margins. Prior to joining Amneal, Dr. Hariharan founded DermAct, an R&D organization specializing in new molecule discovery and product development for key indications in Dermatology, leading to the company's successful acquisition. Dr. Hariharan obtained his bachelor's degree in pharmacy at the Banaras Hindu University (BHU) in India and his Ph.D. in Pharmaceutical Sciences at Northeastern University in Boston,

View Full Filing

View this 8-K filing on SEC EDGAR