Current Report Filing (8-k)
October 02 2019 - 9:34AM
Edgar (US Regulatory)
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: October 2, 2019
Date
of Earliest Event Reported: September 30, 2019
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000-55218
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(Commission
file number)
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Trxade
Group, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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46-3673928
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(State
or other jurisdiction of
incorporation or organization)
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(IRS
Employer
Identification No.)
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3840
Land O’ Lakes Blvd
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Land
O’ Lakes, Florida
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34639
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(Address
of principal executive offices)
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800-261-0281
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(Issuer’s
telephone number)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement
On
September 30, 2019, Trxade Group, Inc. (the “Company”) enter into a Securities Purchase Agreement with a certain accredited
investors with respect to the private placement of 2,910,000 shares of its common stock at a purchase price of $0.50
per share, for gross proceeds of $1,455,000. The foregoing is a summary of the material provisions of the Securities Purchase
Agreement. This summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Securities
Purchase Agreement which is filed as Exhibit 10.1 to this Current Report, and which is incorporated into this Current Report by
reference.
Further, on September 30, 2019, the Company
converted $175,000 of principal under various outstanding promissory notes (“Promissory Notes”) into 350,000
shares common stock of the Company at $0.50 per share under the terms of the Securities Purchase Agreement referenced
above.
The combined total of the transactions
detailed above was $1,630,000 of investment and conversion of principal under various Promissory Notes into an aggregate
total 3,260,000 shares of common stock.
Item
1.02 Termination of a Material Definitive Agreement
See
conversion of Promissory Notes described under Item 1.01 above.
Item
3.02 Unregistered Sales of Equity Securities
The
issuances of the common stock described above was exempt from registration pursuant to Section 4(2), Rule 506 of Regulation D
and/or Regulation S of the Securities Act since the foregoing issuances and grants did not involve a public offering, the recipients
took the securities for investment and not resale, we took take appropriate measures to restrict transfer, and the recipients
were (a) “accredited investors”; (b) had access to similar documentation and information as would be required in a
Registration Statement under the Act; (c) were non-U.S. persons; and/or (d) were officers or directors of the Company.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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Trxade
Group, Inc.
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By:
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/s/
Suren Ajjarapu
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Suren
Ajjarapu
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Chief
Executive Officer
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Date:
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October
2, 2019
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