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 16, 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 8.01 Other Events.

On January 16, 2024 TRxADE HEALTH Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the period ending September 30, 2023 (the “Form 10-Q”).

As previously reported on a Current Report on Form 8-K filed on November 21, 2023 the Company received a standard notice of noncompliance from the Nasdaq Listing Qualifications Department (“Nasdaq”) indicating that, as a result of not having timely filed its Form 10-Q, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the SEC.

The Company believes it has now regained compliance with Nasdaq Listing Rule 5250(c)(1) with the filing of its Form 10-Q.

Item 9.01. Exhibits

Exhibit No.

Description of Exhibit

99.1

Press Release

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 17, 2024

Exhibit 99.1

Trxade Health, Inc.

Trxade health, Inc files its 3Q 10Q

TAMPA, FL, January 17, 2024 (GLOBE NEWSWIRE) — TRxADE HEALTH, INC. (NASDAQ: MEDS) (“TRxADE”), a parent company of pharmaceutical business-to-business exchange platform, announced today that it filed its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”).

On November 21, 2023, the Company received a standard notice of noncompliance from the Nasdaq Listing Qualifications Department (“Nasdaq”) indicating that, as a result of not having timely filed its Form 10-Q, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission.

The Company believes it has now regained compliance with Nasdaq Listing Rule 5250(c)(1) with the filing of its Form 10-Q.

About TRxADE HEALTH, INC.

TRxADE Health, Inc. is a parent company with various subsidiaries which include the pharmaceutical marketplace https://rx.trxade.com, plant-based food www.superlatus.com.

Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. TRxADE intends that such forward-looking statements be subject to the safe harbors created thereby. Forward-looking statements relate to future events or TRxADE’s future performance or future financial condition. These forward-looking statements are not historical facts but rather are based on current expectations, estimates, and projections about TRxADE, its industry, beliefs, and assumptions. Such forward-looking statements include, but are not limited to, statements regarding TRxADE’s or TRxADE’s management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future, including TRxADE ‘splans for and the potential benefits of the supplier agreement and the products, markets, and expected future performance and market opportunities of TRxADE. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to a number of risks and uncertainties (some of which are beyond TRxADE’s control) that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. These risks include risks relating to agreements with third parties; TRxADE’s ability to raise funding in the future, as needed, and the terms of such funding, including potential dilution caused thereby; TRxADE’s ability to continue as a going concern; security interests under certain of TRxADE’s credit arrangements; TRxADE’s ability to maintain the listing of its common stock on The Nasdaq Capital Market; claims relating to alleged violations of intellectual property rights of others; the outcome of any current legal proceedings or future legal proceedings that may be instituted against TRxADE; unanticipated difficulties or expenditures relating to TRxADE’s business plan; and those risks detailed in TRxADE’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. TRxADE undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise that occur after that date, except as otherwise provided by law.

Investor Contact:

Skyline Corporate Communications Group, LLC

Scott Powell, President

One Rockefeller Plaza, 11th Floor

New York, NY 10020

Office: (646) 893-5835

Email: info@skylineccg.com

Cover	Jan. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 16, 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