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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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) | ||
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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).
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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 8.01. Other Events
As previously disclosed, the stockholders of TRxADE Health, Inc. (the “Company”) approved at the 2023 annual meeting of stockholders of the Company held on June 15, 2023 a proposal to authorize the Company’s board of directors, in its sole and absolute discretion, and without further action of the stockholders, to file a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split (the “reverse split”) of the Company’s issued and outstanding common stock at a ratio to be determined by the board, ranging from 1-for-10 to 1-for-100, 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 in the proposal to implement the reverse split would terminate.
On June 15, 2023, following stockholder approval of the reverse split at the annual meeting, the Company’s board of directors approved the reverse split at a ratio of 1-for-15, to become effective on June 21, 2023 after the close of trading on The Nasdaq Capital Market. On June 22, 2023, the Company’s common stock will begin trading on a post-reverse split basis on The Nasdaq Capital Market under the existing symbol “MEDS.” On June 21, 2023, the Company issued a press release announcing the board’s authorization of the reverse split. A copy of the Company’s press release is filed as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits
Exhibit No. | Description of Exhibit | |
99.1 | Press Release of TRxADE Health, Inc. dated June 21, 2023 | |
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 21, 2023 |
Exhibit 99.1
TRxADE Health, Inc.’s Board of Directors
Approves Reverse Stock Split
Lutz, Florida, June 21, 2023 – TRxADE Health, Inc. (Nasdaq: MEDS) (the “Company”), today announced that its board of directors has approved a 1-for-15 reverse stock split of its common stock. The reverse stock split will take effect at 11:59 p.m. Eastern Time on June 21, 2023 and will be effective at the open of business on June 22, 2023 (the “Effective Time”). As a result, at the Effective Time the Company’s 10,210,878 outstanding shares of common stock will be reduced to 680,726.
Any stockholders who own a number of shares not evenly divisible by the Reverse Split ratio will be entitled to the rounding up of their fractional share to the nearest whole share. The reverse stock split will not have an impact on the overall economic value of the Company; however, since the reverse stock split will reduce the number of common shares outstanding it is expected to result in a corresponding increase in the bid price of the Company’s common stock. The Company’s shares of common stock will continue to trade on the Nasdaq Capital Market under the symbol “MEDS”. In addition, the Company’s shares of common stock will also trade under a new CUSIP number, 89846A 405. The Company believes that a reverse stock split can help increase the marketability of its stock to a broader range of potential investors.
About TRxADE Health, Inc.
TRxADE Health Inc. is a health services IT company focused on digitalizing the retail pharmacy experience by optimizing drug procurement, the prescription journey, and patient engagement in the U.S. The Company operates the TRxADE drug procurement marketplace serving a total of 14,400+ members nationwide.
Forward Looking Statements
This press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, regarding, among other things, the Company’s intentions to implement a reverse stock split, the timing of the reverse split and its effects if implemented. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change either of them, and could cause actual results to differ materially from those projected in the forward-looking statements. Meaningful factors that could cause actual results to differ include, but are not limited to other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s Quarterly Reports on Form 10-Q for the first quarter of 2023, which are on file with the SEC and available on the SEC’s website at http://www.sec.gov.
The forward-looking statements in this press release speak only as of the date of this press release (unless another date is indicated). The Company undertakes no obligation, and specifically declines any obligation, to publicly update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
Cover |
Jun. 15, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jun. 15, 2023 |
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 |
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