5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Resignation of Gary Augusta as a member of the Board of Directors
on November 20, 2019, Gary Augusta, who was appointed as a member of the Board of Directors of Trxade Group, Inc. (the “Company”,
“we” and “us”) on October 9, 2019, resigned as a member of the Board of Directors. Mr. Augusta’s
resignation was mutually agreed to by the Company and Mr. Augusta and there were no disagreements between the parties. Mr. Augusta
will be actively participating in the Company’s planned Nasdaq Capital Market uplisting process and as such, it was determined
that he will likely not fit within the definition of an independent director under applicable Nasdaq Capital Market rules.
Augusta’s resignation was not in connection with a disagreement with the Company on any matter relating to the Company’s
operations, policies or practices. Mr. Augusta did not serve on any Committees of the Board of Directors prior to his resignation.
Appointment of Dr. Pamela Tenaerts as a member of the Board of Directors
on November 20, 2019, the Board of Directors of the Company appointed Dr. Pamela Tenaerts as a member of the Board of Directors
to fill the vacancy created by Mr. Augusta’s resignation, pursuant to the power provided to the Board of Directors by the
Bylaws of the Company and Delaware law. The Board of Directors also affirmatively determined that Dr. Tenaerts was “independent”
under Nasdaq Capital Market rules and guidance.
Tenaerts is not a party to any material plan, contract or arrangement (whether or not written) with the Company and there are
no arrangements or understandings between Dr. Tenaerts and any other person pursuant to which she was selected to serve as a director
of the Company, nor is she a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation
are no family relationships between any director or executive officer of the Company, including, but not limited to Dr. Tenaerts.
Tenaerts was appointed to the Audit Committee of the Board of Directors in connection with her appointment to the Board of Directors.
information for Dr. Tenaerts is provided below:
Pamela Tenaerts (Age 54)
May 2012, Dr. Tenaerts has served as the Executive Director of the Clinical Trials Transformation Initiative (CTTI), located at
Duke University, where she works closely with the Executive Committee to develop and implement strategies to accomplish CTTI’s
mission. CTTI is a public-private partnership with the goal of developing and driving adoption of practices that will increase
the quality and efficiency of clinical trials. She provides senior level oversight of the day-to-day operations of CTTI and orchestrates
efforts to effectively engage all interested stakeholders to improve the conduct of clinical trials. Prior to jointing CTTI, Dr.
Tenaerts served as Director of European Operations with CoAxia, Inc. (a medical device company focused on cerebral ischemia, “CoAxia”),
from April 2007 to May 2012 and as Director Clinical Programs with CoAxia, from April 2007 to April 2011, where she was responsible
for leading outside of the U.S. efforts, overall planning, organization, coordination and implementation of clinical research
and early market adoption activities in Europe and other locations. Prior to CoAxia, Dr. Tenaerts served as Director of the Clinical
Research Center and Center for Advanced Surgery at Sarasota Memorial Hospital from August 1995 to April 2007, where she directed
a multi-specialty centralized clinical trials office. Her previous work experience includes serving as the European Coordinator
for a 41,000 patient Phase III study of thrombolytic therapy at the University of Leuven, and later as the North American Coordinator
for an international Phase II study of anti-thrombin therapy at Duke University Medical Center. She also practiced medicine in
both the emergency department and private practice setting for several years before embarking on her career in research.
Tenaerts is on the Board of Directors for the Society of Clinical Trials and a member of DIA’s Advisory Council North America,
MIT’s Collaborative Initiatives Clinical Trials Process Expert Advisory Board, and the DiMe Society’s Scientific Advisory
Tenaerts received her M.D. from Catholic University of Leuven, Belgium, and an M.B.A. from the University of South Florida. She
speaks five languages and has obtained Six Sigma Green Belt certification.