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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 15, 2023

 

 

 

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 (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))

 

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

 

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