UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 3, 2016
Date of Earliest Event Reported: June 2, 2016
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000-55218 |
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(Commission file number) |
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Trxade Group, Inc. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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46-3673928 |
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(State or other jurisdiction of incorporation or organization) |
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(IRS Employer Identification No.) |
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1115 Gunn Hwy. |
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Suite 202 |
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Odessa, FL 33556 |
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(Address of principal executive offices) |
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800-261-0281 |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY OF A MATERIAL DEFINITIVE AGREEMENT.
Trxade Group, Inc., a Delaware corporation (the "Company") previously entered into a convertible promissory note purchase agreement (“Note Purchase Agreement”) with a previous investor of the Company (“Investor”), in the aggregate amount of $950,000 on October 22, 2015, as amended. The principal amount under the Note Purchase Agreement was delivered in two separate note tranches under a convertible promissory note agreement (“Note”). The tranches of $450,000, 500,000 were completed in October and December 2015, respectively. The term of each Note was three years and interest payments on the Note are based on a 25% of net profit from sales of specific pharmaceutical products sold by the Company’s wholly-owned wholesale distribution division, Westminster Pharmaceuticals, LLC. Interest is due and payable each quarter. Warrants were granted in connection with the Notes, a copy of which was included in the Company’s Current Report on Form 8-K filed on October 27, 2015 with the SEC.
On June 2, 2016, the Company made a material modification to the Note Purchase Agreement and each of the Notes, and extended the term of each of the Notes from three (3) years to four (4) years. In addition, the Investor was granted a first priority lien on the all the Company’s assets, and the assets of Westminster Pharmaceuticals, LLC.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Amendment to the Convertible Promissory Note Purchase Agreement and Note, which is filed as Exhibit 10.1 to this Current Report, and which is incorporated into this Current Report by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No .
Exhibit Description
10.1
Amendment to the Convertible Promissory Note Purchase Agreement and Note
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: June 2, 2016
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EXHIBIT 10.1
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT AND NOTE
WESTMINSTER PHARMACEUTICAL, LLC
THIS FIRST AMENDMENT TO THE CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT AND NOTE (the “ Amendment ”) is executed as of this 2nd day of June, 2016 (“ Effective Date ”) by and among WESTMINSTER PHARMACEUTICAL, LLC , a Delaware limited liability Company (the “ Company ”), TRXADE GROUP, INC . , a Delaware corporation and parent to the Company, (the “ Parent ”), and Gajan A. Mahendiran and Amudha Mahendiran (collectively, the “ Purchaser ”).
W I T N E S S E T H
WHEREAS, in October 2015, the Company, Parent and Purchaser entered into that certain Convertible Promissory Note Purchase Agreement (the “ Note Purchase Agreement ”), together with the Note Agreement (each a “ Note ” and collectively the “ Notes ”) and Warrant Agreement (“ Warrant ”) referenced in the Note Purchase Agreement for an aggregate total loan amount of $950,000.
WHEREAS , the Company and Parent desire to increase Maturity Date under each of the Notes;
WHEREAS , in order to induce Purchaser to extend the Notes, the Company and the Purchaser are willing to make amendments to the Note Purchase Agreement and the Notes to make the principal and interest under the outstanding Notes secured;
NOW THEREFORE , in consideration of the premises and the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1.
Amendments to the Note . The following amendment is hereby made to the Notes: The Maturity Date, as defined under Section 1 of each of the Notes, is now changed from “ three years ” to “ four years .”
2.
Grant of Security Interest . As a condition for Purchaser to agree to extend the term of the Notes contemplated herein, the Company and the Parent hereby grant to Purchaser a security interest in all their property, tangible and intangible, including but not limited to: all accounts, now existing or subsequently arising; all contract rights of Parent and the Company, now existing or subsequently arising; all accounts receivable, now existing or subsequently arising; all chattel paper, documents, and instruments related to accounts; all intellectual property, inventory, furniture, fixtures, equipment, and supplies now owned or subsequently acquired; and the proceeds, products, and accessions of and to any and all of the foregoing (the " Collateral "). This security interest is granted to secure the debt evidenced by the Notes and all costs and expenses incurred by Purchaser in the collection of the debt. Purchaser, in its discretion, may file one or more financing statements under the Florida Uniform Commercial Code and any other states where the Collateral of the Company and/or Parent is held (such as Mississippi), naming Purchaser as a debtor and secured party as secured party and indicating the Collateral specified in this Amendment
3.
Limited Effect. Except as amended hereby, the Note Purchase Agreement, the Note, and the Warrant shall remain in full force and effect, and the valid and binding obligation of the parties thereto.
4.
Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto, have caused this First Amendment to Convertible Promissory Note Purchase Agreement and Note to be duly executed and delivered as of the date first written above.
COMPANY: WESTMINSTER PHARMACEUTICAL, LLC.
By: Suren Ajjarapu. Chief Executive Officer
Suren Ajjarapu. Chief Executive Officer
WESTMINSTER PHARMACEUTICAL, LLC, 1115 Gunn Hwy., Odessa, Florida 33556
PARENT: TRXADE GROUP, INC.
By: Suren Ajjarapu. Chief Executive Officer
Suren Ajjarapu. Chief Executive Officer
TRXADE GROUP, INC., 1115 Gunn Hwy., Odessa, Florida 33556
PURCHASER:
By: Gajan A. Mahendiran and Amudha Mahendiran
Gajan A. Mahendiran and Amudha Mahendiran
Address:
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