TRXADE GROUP, INC. (Form: 8-K, Received: 07/13/2018 17:00:26)

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 13, 2018

Date of Earliest Event Reported: July 11, 2018

000-55218

(Commission file number)

Trxade Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		46-3673928
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3840 Land O’ Lakes Blvd

Land O’ Lakes, Florida

34639

(Address of principal executive offices)

800-261-0281

(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):

[ ] 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))

Item 1.01. Entry into a Material Definitive Agreement.

On July 11, 2018, Trxade Group, Inc. (the “Company”) entered into a Securities Purchase Agreement with certain accredited investors with respect to the private placement of 300,000 shares of its common stock at a purchase price of $1.00 per share, for gross proceeds of approximately $300,000. In addition, the private placement investors were granted a warrant to purchase up to an additional 161,538 shares of common stock were issued at a strike price of $0.01 and an expiration date of five years, under the terms and conditions of the Investment Warrant Agreement.

Item 3.02. Unregistered Sales of Equity Securities

The issuances of the common stock and warrants described above were exempt from registration pursuant to Section 4(2), Rule 506 of Regulation D and/or Regulation S of the Securities Act since the foregoing issuances and grants did not involve a public offering, the recipients took the securities for investment and not resale, we took take appropriate measures to restrict transfer, and the recipients were (a) “accredited investors”; (b) had access to similar documentation and information as would be required in a Registration Statement under the Act; (c) were non-U.S. persons; and/or (d) were officers or directors of the Company.

Item 9.01. Financial Statements and Exhibits.

Exhibit No . Exhibit Description

10.1 Form of Securities Purchase Agreement

10.2 Form of Investment Warrant Agreement

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 13, 2018