UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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
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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 3.03. Material Modifications to Rights of Security Holders
As described in Item 5.03 below, the stockholders of the TRxADE HEALTH, INC. (the “Company”) authorized the Board of Directors of the Company in its sole and absolute discretion, and without further action of the stockholders, to file a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) at the annual meeting of the stockholders of TRxADE Health Inc. (the “2023 Annual Meeting”).
Item 5.03. Articles of Incorporation or Bylaws
The stockholders of the Company authorized the Board of Directors of the Company in its sole and absolute discretion, and without further action of the stockholders, to file a Certificate of Amendment at the 2023 Annual Meeting, which amends and restates subsection 3 of Article V (Reverse Stock Split of Outstanding Common Stock) to effect a reverse split of the Company’s issued and outstanding common stock, par value $0.00001 per share, at a ratio to be determined by the Board, ranging from one-for-ten to one-for-one hundred (the “Reverse Split”), with the Reverse Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion, but no later than December 31, 2023, when the authority granted by the stockholders of the Company to implement the Reverse Split would terminate.
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 15, 2023, the Company held its 2023 Annual Meeting to consider Proposals 1 through 4 as described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 5, 2023 (the “Proxy Statement”). A summary of the matters voted upon by stockholders is set forth below.
Proposal 1—Reverse Stock Split
The Company’s stockholders approved a proposal to authorize the board of directors of the Company (the “Board”), in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to the Company’s Certificate of Incorporation, as amended to the date of the Proxy Statement, to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio to be determined by the Board, ranging from one-for-ten to one-for-one hundred, with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion, but no later than December 31, 2023. The following votes were taken in connection with this proposal:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||||||||||||||||||
| Number | % | Number | % | Number | % | Number | % | ||||||||||||||||||||||
| 5,327,981 | 52.18 | 88,393 | 0.87 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Proposal 2—Amendment of the Second Amended and Restated 2019 Equity Incentive Plan
The Company’s stockholders approved a proposal to amend the Company’s Second Amended and Restated 2019 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 2,000,000 shares. The following votes were taken in connection with this proposal:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||||||||||||||||||
| Number | % | Number | % | Number | % | Number | % | ||||||||||||||||||||||
| 5,273,753 | 51.65 | 142, 621 | 1.40 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Proposal 3—Election of Directors
The following individuals, constituting all of the nominees named in the Proxy Statement, were elected as directors to serve until the 2024 annual meeting of stockholders and until their successors have been duly elected and qualified. The following votes were taken in connection with this proposal:
| FOR | WITHHELD | |||||||||||||||
| Nominee | Number | % | Number | % | ||||||||||||
| Suren Ajjarapu | 5,411,101 | 53 | 5,273 | 0.05 | ||||||||||||
| Prashant Patel | 5,404,997 | 52.94 | 11,377 | 0.11 | ||||||||||||
| Donald G. Fell | 5,349,507 | 52.4 | 66,867 | 0.65 | ||||||||||||
| Michael L. Peterson | 5,387,936 | 52.77 | 28,438 | 0.28 | ||||||||||||
| Jeff Newell | 5,411,191 | 53 | 5,273 | 0.05 | ||||||||||||
Proposal 4—Ratification of Appointment of MaloneBailey LLP as Independent Auditor
The Company’s stockholders approved a proposal to ratify the appointment of MaloneBailey LLP as our independent auditor for the fiscal year ending December 31, 2023. The following votes were taken in connection with this proposal:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||||||||||||||||||
| Number | % | Number | % | Number | % | Number | % | ||||||||||||||||||||||
| 5,341,101 | 52.31 | 1,673 | 0.02 | 73,600 | 0.72 | 0 | 0 | ||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description of Exhibit | |
| 3.1 | Form of Certificate of Amendment to Second Amended and Restated Certificate of Incorporation | |
| 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: June 15, 2023 | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TRXADE HEALTH, INC.
TRxADE Health Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY:
First: The name of the Corporation is TRxADE Health Inc.
Second: That the Corporation’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) be amended by amending and restating Article V, Subsection 3, thereof to read as follows:
3. REVERSE STOCK SPLIT OF OUTSTANDING COMMON STOCK
Effective as of the effective date of such Amendment as set forth below (the “Effective Time”), in a ratio to be determined by the Board, ranging from one-for-ten to one-for-one hundred, every [-] ([-]) shares of the Corporation’s Common Stock, issued and outstanding immediately prior to the Effective Time, or held in treasury prior to the Effective Time (collectively the “Old Capital Stock”), shall be automatically reclassified and combined into One (1) share of Common Stock (the “Reverse Stock Split”). Any stock certificate that, immediately prior to the Effective Time, represented shares of Old Capital Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares as equals the quotient obtained by dividing the number of shares of Old Capital Stock represented by such certificate immediately prior to the Effective Time by [-] ([-]), subject to any adjustments for fractional shares as set forth below; provided, however, that each person holding of record a stock certificate or certificates that represented shares of Old Capital Stock shall receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of capital stock to which such person is entitled under the foregoing reclassification. No fractional shares of capital stock shall be issued as a result of the Reverse Stock Split. In lieu of any fractional share of capital stock to which a stockholder would otherwise be entitled, the Corporation shall issue that number of shares of capital stock as rounded up to the nearest whole share. The Reverse Stock Split shall have no effect on the number of authorized shares of capital stock, previously designated series of preferred stock or the par value thereof as set forth above in the preceding paragraphs.”
Third: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
Fourth: That this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation shall be effective as of 10:30 a.m. EST on the 15th day of June 2023.
IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to Second Amended and Restated Certificate of Incorporation to be signed by its President and Chief Executive Officer this 15th day of June 2023.
| TRXADE HEALTH, INC. | ||
| By: | ||
| Suren Ajjarapu | ||
| Chief Executive Officer | ||
| 1 |
Cover |
Jun. 15, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 15, 2023 |
| Current Fiscal Year End Date | --12-31 |
| 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 |
| Trading Symbol | MEDS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |