Form 8-K - Current report

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 (Date of earliest event reported): January 8, 2024

TRxADE HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39199

46-3673928

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2420 Brunello Trace, Lutz, Florida		33558
(Address of principal executive offices)		(Zip Code)

(800) 261-0281

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.00001 per share		MEDS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

As previously reported on a Current Report on Form 8-K filed on July 31, 2023 TRxADE HEALTH, Inc., a Delaware corporation (the “Company”), completed its acquisition of Superlatus, Inc., (“Superlatus”) and Foods Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) in accordance with the terms and conditions of the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the Company acquired Superlatus by way of a merger of the Merger Sub with and into Superlatus, with Superlatus being a wholly owned subsidiary of the Company and the surviving entity in the merger (“Merger”).

Superlatus was not able to meet the post-closing condition of acquiring Prestige Farms, Inc. and on January 8, 2024, the Company entered into an amendment agreement to the Merger Agreement with Superlatus and Merger Sub (the “Amendment”).

Under the terms of the Merger Agreement, at the closing of the Merger, shareholders of Superlatus received an aggregate 30,821,941 shares of the Company’s common stock at $7.30 per share, which was comprised of: (i) 136,441 shares of common stock of the Company and (ii) 306,855 shares of the Company’s Series B preferred stock, par value $0.00001 per share, with a conversion ratio of 100 to one (the “Merger Consideration”).

Pursuant to the Amendment, the “Company Equity Value” was adjusted to 12,500,000 and the Merger Consideration was adjusted as follows: the Superlatus’ shareholders shall be entitled to an aggregate of 1,712,328 shares of the Company’s common stock at $7.30 per share, which is comprised of (i) 136,441 shares of common stock of the Company, and (ii) 15,759 shares of the Company’s Series B preferred stock, par value $0.00001 per share, with a conversion ratio of 100 to one.

Additionally, the shareholders of Superlatus agreed to surrender back to the Company 289,731 shares of the Company’s Series B preferred stock.

The Company will provide all reasonable assistance and cooperation to assist any acquisition or financing transactions proposed by Superlatus (each a “Transaction”). Upon the consummation of any Transaction, the Company will issue shares of stock to the shareholders of Superlatus.

Except as modified by the Amendment, all other terms and provisions of the Merger Agreement remain in full force and effect.

The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the terms of the Amendment is qualified in its entirety by reference to such exhibit.

Item 9.01. Exhibits

Exhibit No.		Description of Exhibit
10.1		Amendment No. 1 to the Amended and Restated Agreement and Plan of Merger by and between the Company, Superlatus Inc. and Foods Merger Sub Inc., dated January 8, 2024
104		Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRxADE HEALTH, INC.

	By:	/s/ Suren Ajjarapu
	Name:	Suren Ajjarapu
	Title:	Chief Executive Officer

Dated: January 11, 2024

Exhibit 10.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of January 8, 2024, is entered into by and among TRxADE Health, Inc., a Delaware corporation, (the “Company”), (ii) Foods Merger Sub, Inc., a Delaware corporation, and wholly owned subsidiary of the Company (“Merger Sub”), and (iii) Superlatus Inc., a Delaware corporation (“Superlatus”). The Company, Merger Sub and Superlatus are each referred to herein individually as a “Party” and, collectively, as the “Parties.” Unless otherwise defined herein, all defined terms used in this Amendment shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of June 30, 2023, which was amended and restated on July 14, 2023 (the “Merger Agreement”);

WHEREAS, under the terms of the Merger Agreement, at the closing shareholders of Superlatus received an aggregate 30,821,941 shares of the Company’s common stock at $7.30 per share, which was comprised of: (i) 136,441 shares of common stock of the Company, representing 19.9% of the total issued and outstanding common stock of the Company after the consummation of the Merger Agreement, and (ii) 306,855 shares of Company’s Series B Preferred Stock, par value $0.00001 per share, with a conversion ratio of 100 to one; and

WHEREAS, Superlatus was not able to meet the post-closing condition of acquiring Prestige Farms, Inc. (the “Prestige Acquisition”) as set forth in in the Merger Agreement and is now in material breach of its obligations under the Merger Agreement; and

WHEREAS, to avoid litigation the Parties desire to amend the Merger Agreement whereby Superlatus will surrender a certain portion of the Merger Consideration (as defined below) and the Company will release Superlatus from its breach of the Merger Agreement regarding the Prestige Acquisition; and

WHEREAS, Section 11.2 of the Merger Agreement provides that the Merger Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Parties.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound, hereby agree as follows:

1.	Definitions. The Definitions of Merger Agreement are hereby amended as follows:

“Company Equity Value” means $12,500,00.00.

2.	Amendment to Section 2.6(a)(ii). Section 2.6(a.)(ii) is hereby amended and restated as follows:

“collectively, the Company’s shareholders shall be entitled to an aggregate of 1,712,328 shares of MEDS Common Stock at $7.30 per share, which is comprised of (i) 136,441 shares of MEDS Common Stock, representing 19.99% of the total issued and outstanding MEDS Common Stock at Closing, and (ii) 15,759 shares issued as a new class of MEDS non-voting convertible preferred stock with a conversion ratio of 100 (the “Merger Consideration”).”

Surrender of Merger Consideration. Based on the adjusted Company Equity Value given Superlatus’ inability to close the Prestige Acquisition, and to cure the material breach of its obligations under the Merger Agreement, Superlatus will surrender back to the Company 289,731 shares of the Company’s non-voting convertible preferred stock. Notwithstanding anything to the contrary herein, the Company hereby represents and warrants that surrender of shares provided herein shall not cause Superlatus to default on its obligations to Sapentia and that to the extent the surrender of shares provided herein, affects Superlatus’ obligations under the purchase agreement for the purchase of Sapentia, the Company shall issue a sufficient number of shares to allow Superlatus to comply with such obligations under the purchase of Sapentia.

4.	Additional Acquisitions and Shares.

The Company hereby agrees to provide all reasonable assistance and cooperation (which assistance and cooperation may include and will not be limited to the issuance of additional shares of Company shares to Superlatus or its shareholders) to complete any acquisition or financing transactions proposed by Superlatus in the three (3) month period commencing on the date of the execution of this Amendment as long as such terms are favorable to the Company and pursuant to a third party valuation or fairness opinion that is satisfactory to the board of directors of Company, which shall not be unreasonably withheld. The acquisitions or financings referenced in this section are hereby referred to as the “Transactions”.

Notwithstanding anything to the contrary herein, upon conclusion of each Transaction, the Company shall issue additional shares until the Superlatus shareholders have an amount of shares equal to the amount of shares as provided for in the Merger Agreement.

General Release. Upon surrender of the Merger Consideration back to the Company, and upon execution of this Amendment, the Company, on behalf of itself, its heirs, successors, officers, directors, shareholders, boards, agents and representatives, waive, release and discharge Superlatus including its heirs, successors, officers, directors, shareholders, boards, agents and representatives from all known and unknown claims, demands, causes of action, attorney’s fees, costs, or expenses regarding Superlatus’ breach of the Merger Agreement relating to the Prestige Acquisition; provided, however that nothing in this Paragraph waives or releases any claims arising out of a breach of this Amendment.

6.	Miscellaneous.

a. Except as expressly modified hereby, the Merger Agreement and all obligations thereunder shall remain unmodified and in full force and effect. To the extent any provisions of this Amendment are inconsistent with any provisions set forth in the Merger Agreement, the provisions of this Amendment shall govern and control.

b. The laws of the State of Delaware (without regard to conflicts of law) shall govern the validity, construction, enforcement, and interpretation of this Amendment.

c. Invalidation of any one section or provision of this Amendment by judgment or court order shall in no way affect any other section or provision thereof. Failure of any Party to this Amendment to insist on the full performance of any of its provisions by the other Party (or Parties) shall not constitute a waiver of such performance unless the Party failing to insist on full performance of the provision declares in writing signed by it that it is waiving such performance. A waiver of any breach under this Amendment by any Party, unless otherwise expressly declared in writing, shall not be a continuing waiver or waiver of any subsequent breach of the same or other provision of this Amendment.

d. This Amendment may be executed in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one and the same instrument. In addition, properly executed, authorized signatures may be transmitted via facsimile, email in portable document format (.pdf), or other electronic transmission intended to preserve the original graphic appearance of a document and upon receipt shall constitute an original signature.

e. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby

[signature page follows]

IN WITNESS WHEREOF, each Party has caused this Amendment to be signed and delivered by its respective duly authorized officer as of the date first written above.

	Superlatus:

	SUPERLATUS INC.

	By:
	Name:
	Title:

	The Company:

	TRXADE HEALTH, INC.

	By:
	Name:
	Title:

	Merger Sub:

	FOODS MERGER SUB, INC.

	By:
	Name:
	Title:

Cover	Jan. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 08, 2024
Entity File Number	001-39199
Entity Registrant Name	TRxADE HEALTH, INC.
Entity Central Index Key	0001382574
Entity Tax Identification Number	46-3673928
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2420 Brunello Trace
Entity Address, City or Town	Lutz
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33558
City Area Code	(800)
Local Phone Number	261-0281
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	MEDS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false