0001078782-17-000284.txt : 20170303 0001078782-17-000284.hdr.sgml : 20170303 20170302181929 ACCESSION NUMBER: 0001078782-17-000284 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170303 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170303 DATE AS OF CHANGE: 20170302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRXADE GROUP, INC. CENTRAL INDEX KEY: 0001382574 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-55218 FILM NUMBER: 17660675 BUSINESS ADDRESS: STREET 1: 1115 GUNN HWY CITY: ODESSA STATE: FL ZIP: 33556 BUSINESS PHONE: (813) 601-3533 MAIL ADDRESS: STREET 1: 1115 GUNN HWY CITY: ODESSA STATE: FL ZIP: 33556 FORMER COMPANY: FORMER CONFORMED NAME: XCELLINK INTERNATIONAL INC. DATE OF NAME CHANGE: 20081230 FORMER COMPANY: FORMER CONFORMED NAME: Bluebird Exploration Co. DATE OF NAME CHANGE: 20061204 8-K/A 1 f8ka030217_8kz.htm FORM 8-K/A CURRENT REPORT FORM 8-K/A Current Report


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K/A


CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report: March 3, 2017

Date of Earliest Event Reported: December 31, 2016



000-55218

(Commission file number)



Trxade Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware

 

46-3673928

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)


1115 Gunn Hwy.

Suite 202

Odessa, FL 33556

(Address of principal executive offices)

 

800-261-0281

(Issuer’s telephone number)




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):


      .

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))






Item 1.01. Entry into a Material Definitive Agreement.


On January 5, 2017, Trxade Group, Inc. (the “Company” or “Trxade”), filed an initial Current Report on Form 8-K with the Securities and Exchange Commission (the “Original Filing”) reporting the sale and disposition (the “Disposition”) of all of its equity interests in its wholly-owned subsidiary, Westminster Pharmaceuticals, LLC, a Delaware limited liability company (“Westminster”).  The Disposition was accomplished pursuant to the terms and conditions of the Purchase and Sale Agreement (“Purchase and Sale Agreement”) included in the Original Filing.


This Current Report on Form 8-K/A is being filed to amend the Original Filing to include the pro forma financial information required by Item 9.01 of Form 8-K.


Item 3.02 Unregistered Sales of Equity Securities


Shares of common stock were issued in January totaling 250,000 shares.  These were sold at $1.00 per share.  In connection with this common stock offering, warrants to purchase 87,500 shares of common stock were issued at a strike price of $0.01 and an expiration date of five years.


The issuances of the common stock and warrants described above were 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.


Pro Forma Financial Information


The following unaudited pro forma condensed consolidated financial statements are filed with this Form 8-K/A as Exhibit 99.1 and are incorporated herein by reference:


·

Pro forma condensed consolidated balance sheet of Trxade and Westminster as of December 31, 2015, as if the Disposition occurred December 31, 2014;


·

Pro forma condensed consolidated statements of operations of Trxade and Westminster for the year ended December 31, 2015, as if the Disposition occurred December 31, 2014;


·

Pro forma condensed consolidated statements of cash flows of Trxade and Westminster for the year ended December 31, 2015, as if the Disposition occurred December 31, 2014; and


·

Notes to condensed pro forma consolidated statements of operations and cash flow and balance sheet.


The unaudited pro forma consolidated financial information is presented for informational purposes only. The pro forma data is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the disposition as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the consolidated company.


The exhibits required to be filed as a part of this Current Report on Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.


Exhibit No.

Exhibit Description


99.1

Unaudited Consolidated Pro-Forma Financial Statements


(b) Pro Forma Financial Information.


In accordance with Item 9.01(b), the unaudited proforma condensed consolidated financial statements showing the effects of the transaction as required to be filed pursuant to Rule 8-05 of Regulation S-X for smaller reporting companies.



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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.


Trxade Group, Inc.


By: /s/ Suren Ajjarapu

Suren Ajjarapu, Chief Executive Officer

Date: March 3, 2017



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 EX-99.1 2 f8ka030217_ex99z1.htm EXHIBIT 99.1 PROFORMA FINANCIAL STATEMENTS Exhibit 99.1 Proforma Financial Statements




Year Ending December 31, 2015

 

 

 

 

 

 

 

The results of the restatements are as follows:

 

 

 

 

 

 

Unaudited Consolidated Balance Sheets as of December 31, 2015

 

 

 

 

 

As Reported

Adjustment

As Restated

Current Assets

 $    2,027,670

 $       (722,099)

 $        1,305,571

Current Liabilities

 $    1,052,265

 $         (13,711)

 $        1,038,554

Long Term Liabilities

 $       708,388

 $       (708,388)

 $                       -   

 

 

 

 

 

 

 

 

Unaudited Consolidated Statements of Operations for the year ended December 31, 2015

 

 

 

 

 

As Reported

Adjustment

As Restated

Revenues

 $      4,992,203

 $   (2,079,678)

 $       2,912,525

Cost of Sales

 $      1,928,067

 $   (1,738,229)

 $          189,838

Operating expenses

 $      4,051,183

 $   (1,224,066)

 $       2,827,117

Loss from continuing Operations

 $      (234,213)

 $                   -   

 $        (234,213)

Loss from discontinuing operations

 $      (882,970)

 $                   -   

 $                     -   

Basic and Diluted Loss per common Share

 $            (0.04)

 $            (0.03)

 $              (0.01)

 

 

 

 

 

 

 

 

Unaudited Consolidated Statements of Cash Flows for the year ended December 31, 2015

 

 

 

 

 

As Reported

Adjustment

As Restated

Net Loss

 $    (1,117,183)

 $        882,970

 $     (234,213)

Net cash used/provided by operating activities

 $    (1,202,137)

 $     1,567,497

 $        365,360

Net cash provided by financing activities

 $      1,356,667

 $      (950,000)

 $        406,667


On December 31, 2016, the Company entered into and consummated the sale of 100% of its equity interests in its wholly-owned subsidiary, Westminster Pharmaceuticals, LLC, a Delaware limited liability company (“Westminster”).  Westminster was the Company’s wholesale and private label pharmaceutical distribution division.  


The unaudited pro forma consolidated financial information herein is presented for informational purposes only. The pro forma data is not necessarily indicative of what the Company’s financial position or results of operations would have been had the Company completed the disposition as of the dates indicated.  In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the consolidated company.


Consolidated Balance Sheet Changes


Current Assets adjustment of $722,099 was accounts receivable, inventory, prepaid assets and inventory deposits. Current Liabilities adjustment was accounts payable and accrued liabilities. The long-term Liabilities was the Long Term note Net of $950,000 long term note and debt discount associated with the term note.


Consolidated Statement of Operation Changes


Adjustments to Revenue, Cost of Goods Sold and Operating Expense are the Wholesale and Manufacturing transactions directly affiliated with the operations of Westminster Pharmaceuticals, LLC. The loss adjustment was ($882,970).


Consolidated Statement of Cash Flow Changes


Net cash used in operating of Westminster Pharmaceuticals, LLC was $1,567,497. After adjustment provided net cash provided by continuing operations of $365,360.


The long-term debt was reduced by $950,000 which was part of the financing activities.