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: July 5, 2017
Date of Earliest Event Reported: July 1, 2017
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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 into a Material Definitive Agreement.
On July 1, 2017, Trxade Group, Inc. (the “Company” or “Trxade”) satisfied an outstanding promissory note, dated May 8, 2016, as amended, in the principal amount of $250,000 (the “NPR Note”), made by between the Company and NPR INVESTMENT GROUP, LLC (the “Lender”). The NPR Note included a personal guarantee from Suren Ajjarapu and Prashant Patel, who both serve on the Board of Directors of the Company and are controlling stockholders of the Company. Further, Mr. Ajjarapu is the CEO and President of the Company and Mr. Patel is Vice Chairman and Executive Director of Strategy.
In connection with the foregoing satisfaction of the NPR Note above, the Company entered into a promissory note agreement on July 1, 2017, whereby the Company borrowed $100,000 and $122,551.88 from Sansur Associates, LLC, a limited liability company controlled by Mr. Ajjarapu, and Mr. Patel, respectively (the “Promissory Notes”). The term of each of these N otes is three years and they each bear interest at 6%, which is payable annually.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Promissory Notes, which are filed as Exhibits 10.1 and 10.2 to this Current Report, each of which is incorporated into this Current Report by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No .
Exhibit Description
10.1
Promissory Note with Sansur Associates, LLC
10.2
Promissory Note with Prashant Patel
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: July 5, 2017
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PROMISSORY NOTE
$100,000.00
July 1, 2017
For value received, TRXADE GROUP, inc., a Delaware corporation (the “Borrower”) promises to pay to Sansur Associates, LLC (the “Holder”) $100,000.00 pursuant to the terms of this note (“Note”). This note shall bear interest at 6%, simple interest, compounded and payable annually. The principal amount hereunder relates to the direct payment by Holder of $100,000 for the final payoff of the Borrower’s promissory note with NPR Investment Group, LLC., dated May 8, 2016, as amended, which Suren Ajjarapu acted as personal guarantor. This Note is subject to the following terms and conditions.
1.
Maturity . This Note is payable on July 1, 2020 (the “Maturity Date”). Notwithstanding the foregoing, the entire unpaid principal and interest sum of this Note, shall become immediately due and payable upon (a) a Change of Control (defined below), or (b) the insolvency of the Borrower, the commission of any act of bankruptcy by the Borrower, the execution by the Borrower of a general assignment for the benefit of creditors, the filing by or against the Borrower of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of 90 days or more, or the appointment of a receiver or trustee to take possession of the property or assets of the Borrower. “Change of Control” shall mean (i) any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Borrower having the right to vote for the election of members of the Board of Directors, (ii) any reorganization, merger or consolidation of the Borrower, other than a transaction or series of related transactions in which the holders of the voting securities of the Borrower outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Borrower or such other surviving or resulting entity, or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Borrower.
2.
Payment; Prepayment. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Borrower. Prepayment of this Note may be made at any time without penalty.
3.
Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Notwithstanding the foregoing, the Borrower may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Holder. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Holder. Thereupon, a new note for the same principal amount will be issued to, and registered in the name of, the transferee. Principal is payable only to the registered holder of this Note.
4.
Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law.
5.
Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below or as subsequently modified by written notice.
6.
Amendments and Waivers. Any term of this Note may be amended only with the written consent of the Borrower and the Holder. Any amendment or waiver effected in accordance with this Section 6 shall be binding upon the Borrower and each transferee of any Note.
7.
Counterparts. This Note may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute a single agreement.
8.
Action to Collect on Note. If action is instituted to collect on this Note, the Borrower promises to pay all costs and expenses, including reasonable attorney’s fees, incurred in connection with such action.
9.
Loss of Note. Upon receipt by the Holder of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to the Holder (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), the Holder will make and deliver in lieu of such Note a new Note of like tenor.
10.
Remedies . If this Note is not paid in full on the Maturity Date within 60 days after notice of applicable default, then Holder may, at Holder's sole option, do any one of the following: (i) declare the entire unpaid balance of principal and interest under this Note to be immediately due and payable; (ii) exercise any and all rights and remedies available to Holder at law, in equity or otherwise, whether for the specific performance of any covenant, agreement, or other provision contained herein, or in any document or instrument delivered in connection with or pursuant to this Note.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the date above written.
BORROWER: TRXADE GROUP, INC.
By :/s/ Suren Ajjarapu
Name: Suren Ajjarapu
Title: CEO
HOLDER: SANSUR ASSOCIATES, LLC
By: /s/Suren Ajjarapu
Name: Suren Ajjarapu,
Manager
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PROMISSORY NOTE
$122,551.88
July 1, 2017
For value received, TRXADE GROUP, inc., a Delaware corporation (the “Borrower”) promises to pay to Prashant Patel (the “Holder”) $122,551.88 pursuant to the terms of this note (“Note”). This note shall bear interest at 6%, simple interest, compounded and payable annually. The principal amount hereunder relates to: (1) the direct payment by Holder of $80,000 for the final payoff of the Borrower’s promissory note with NPR Investment Group, LLC., dated May 8, 2016, as amended, which Holder acted as personal guarantor, and (2) the consolidation of an outstanding promissory note between Holder and the Company, with the outstanding principal amount of $42,551.88, dated on or about May 2017 (“Prior Note”). The Prior Note is now null and void and superseded by this Note. This Note is subject to the following terms and conditions.
1.
Maturity. This Note is payable on July 1, 2020 (the “Maturity Date”). Notwithstanding the foregoing, the entire unpaid principal and interest sum of this Note, shall become immediately due and payable upon (a) a Change of Control (defined below), or (b) the insolvency of the Borrower, the commission of any act of bankruptcy by the Borrower, the execution by the Borrower of a general assignment for the benefit of creditors, the filing by or against the Borrower of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of 90 days or more, or the appointment of a receiver or trustee to take possession of the property or assets of the Borrower. “Change of Control” shall mean (i) any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Borrower having the right to vote for the election of members of the Board of Directors, (ii) any reorganization, merger or consolidation of the Borrower, other than a transaction or series of related transactions in which the holders of the voting securities of the Borrower outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Borrower or such other surviving or resulting entity, or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Borrower.
2.
Payment; Prepayment. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Borrower. Prepayment of this Note may be made at any time without penalty.
3.
Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Notwithstanding the foregoing, the Borrower may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Holder. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Holder. Thereupon, a new note for the same principal amount will be issued to, and registered in the name of, the transferee. Principal is payable only to the registered holder of this Note.
4.
Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law.
5.
Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below or as subsequently modified by written notice.
6.
Amendments and Waivers. Any term of this Note may be amended only with the written consent of the Borrower and the Holder. Any amendment or waiver effected in accordance with this Section 6 shall be binding upon the Borrower and each transferee of any Note.
7.
Counterparts. This Note may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute a single agreement.
8.
Action to Collect on Note. If action is instituted to collect on this Note, the Borrower promises to pay all costs and expenses, including reasonable attorney’s fees, incurred in connection with such action.
9.
Loss of Note. Upon receipt by the Holder of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to the Holder (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), the Holder will make and deliver in lieu of such Note a new Note of like tenor.
10.
Remedies. If this Note is not paid in full on the Maturity Date within 60 days after notice of applicable default, then Holder may, at Holder's sole option, do any one of the following: (i) declare the entire unpaid balance of principal and interest under this Note to be immediately due and payable; (ii) exercise any and all rights and remedies available to Holder at law, in equity or otherwise, whether for the specific performance of any covenant, agreement, or other provision contained herein, or in any document or instrument delivered in connection with or pursuant to this Note.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the date above written.
BORROWER: TRXADE GROUP, INC.
By: / s/ Suren Ajjarapu
Name: Suren Ajjarapu
Title: CEO
HOLDER: PRASHANT PATEL
By: /s/ Prashant Patel
Name: Prashant Patel
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