UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On October 9, 2023 (the “Effective Date”), Superlatus PD Holding Company (“Superlatus”), a Delaware corporation and wholly owned subsidiary of Superlatus, Inc. (a wholly owned subsidiary of TRxADE HEALTH, Inc.), entered into a supplier agreement (the “Supplier Agreement”) with Rainforest Distribution Corp, a New York corporation (“Rainforest”). Unless otherwise defined herein, the capitalized terms used below are defined in the Supplier Agreement.
Pursuant to the Supplier Agreement, Superlatus appoints Rainforest as its exclusive distributor for Superlatus’s diverse portfolio of consumer packaged goods brands, such as Coolhaus and Spero in the North Atlantic, Northeast, Midwest, and Mid-Atlantic regions and non-exclusive outside of the Territory. Rainforest agrees to use commercially reasonable efforts to resell Superlatus’s products in the Territory.
The term of the Supplier Agreement shall commence on the Effective Date and shall continue until terminated under the terms and conditions of this Supplier Agreement. Both parties may terminate this Supplier Agreement at any time, with or without cause, by providing the other party with sixty (60) days advance written notice.
The Supplier Agreement also contains other customary terms and conditions, including with respect to Product distribution, Product supply, intellectual property, confidentiality, indemnification, non-solicitation, and insurance.
A copy of the Supplier Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the terms of the Supplier Agreement is qualified in its entirety by reference to such exhibit.
Item 7.01. Regulation FD Disclosure.
On October 12, 2023, the Company issued a press release announcing its entry into the Supplier Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description of Exhibit | |
10.1 99.1 |
||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
| * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request. |
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: October 13, 2023 | ||