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 (Date of Earliest Event Reported): November 20, 2019

 

Trxade Group, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

000-55218   46-3673928
(Commission File Number)   (I.R.S. Employer Identification No.)

 

3840 Land O’ Lakes Blvd

Land O’ Lakes, Florida 34639

(Address of principal executive offices zip code)

 

800-261-0281

(Registrant’s telephone number, including area code)

 

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: None.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(a) Resignation of Gary Augusta as a member of the Board of Directors

 

Effective on November 20, 2019, Gary Augusta, who was appointed as a member of the Board of Directors of Trxade Group, Inc. (the “Company”, “we” and “us”) on October 9, 2019, resigned as a member of the Board of Directors. Mr. Augusta’s resignation was mutually agreed to by the Company and Mr. Augusta and there were no disagreements between the parties. Mr. Augusta will be actively participating in the Company’s planned Nasdaq Capital Market uplisting process and as such, it was determined that he will likely not fit within the definition of an independent director under applicable Nasdaq Capital Market rules.

 

Mr. Augusta’s resignation was not in connection with a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Augusta did not serve on any Committees of the Board of Directors prior to his resignation.

 

(d) Appointment of Dr. Pamela Tenaerts as a member of the Board of Directors

 

Effective on November 20, 2019, the Board of Directors of the Company appointed Dr. Pamela Tenaerts as a member of the Board of Directors to fill the vacancy created by Mr. Augusta’s resignation, pursuant to the power provided to the Board of Directors by the Bylaws of the Company and Delaware law. The Board of Directors also affirmatively determined that Dr. Tenaerts was “independent” under Nasdaq Capital Market rules and guidance.

 

Dr. Tenaerts is not a party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements or understandings between Dr. Tenaerts and any other person pursuant to which she was selected to serve as a director of the Company, nor is she a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

 

There are no family relationships between any director or executive officer of the Company, including, but not limited to Dr. Tenaerts.

 

Dr. Tenaerts was appointed to the Audit Committee of the Board of Directors in connection with her appointment to the Board of Directors.

 

Biographical information for Dr. Tenaerts is provided below:

 

Dr. Pamela Tenaerts (Age 54)

 

Since May 2012, Dr. Tenaerts has served as the Executive Director of the Clinical Trials Transformation Initiative (CTTI), located at Duke University, where she works closely with the Executive Committee to develop and implement strategies to accomplish CTTI’s mission. CTTI is a public-private partnership with the goal of developing and driving adoption of practices that will increase the quality and efficiency of clinical trials. She provides senior level oversight of the day-to-day operations of CTTI and orchestrates efforts to effectively engage all interested stakeholders to improve the conduct of clinical trials. Prior to jointing CTTI, Dr. Tenaerts served as Director of European Operations with CoAxia, Inc. (a medical device company focused on cerebral ischemia, “CoAxia”), from April 2007 to May 2012 and as Director Clinical Programs with CoAxia, from April 2007 to April 2011, where she was responsible for leading outside of the U.S. efforts, overall planning, organization, coordination and implementation of clinical research and early market adoption activities in Europe and other locations. Prior to CoAxia, Dr. Tenaerts served as Director of the Clinical Research Center and Center for Advanced Surgery at Sarasota Memorial Hospital from August 1995 to April 2007, where she directed a multi-specialty centralized clinical trials office. Her previous work experience includes serving as the European Coordinator for a 41,000 patient Phase III study of thrombolytic therapy at the University of Leuven, and later as the North American Coordinator for an international Phase II study of anti-thrombin therapy at Duke University Medical Center. She also practiced medicine in both the emergency department and private practice setting for several years before embarking on her career in research.

 

     
 

 

Dr. Tenaerts is on the Board of Directors for the Society of Clinical Trials and a member of DIA’s Advisory Council North America, MIT’s Collaborative Initiatives Clinical Trials Process Expert Advisory Board, and the DiMe Society’s Scientific Advisory Board.

 

Dr. Tenaerts received her M.D. from Catholic University of Leuven, Belgium, and an M.B.A. from the University of South Florida. She speaks five languages and has obtained Six Sigma Green Belt certification.

 

Item 8.01 Other Events.

 

On November 20, 2019, the Board of Directors of the Company formed a Nominating and Corporate Governance Committee and adopted a charter of the Nominating and Corporate Governance Committee, a copy of which is filed herewith as Exhibit 99.1, and incorporated by reference into this Item 8.01.

 

On the same date, the Board of Directors appointed Mr. Donald G. Fell (Chairman) and Mr. Michael L. Peterson, as members of the Nominating and Corporate Governance Committee.

 

As of the date of this filing the membership of the Committees of the Board of Directors of the Company are as follows:

 

    Independent   Audit
Committee 		  Compensation
Committee 		  Nominating
and
Corporate
Governance
Committee
Suren Ajjarapu(1)                
Prashant Patel                
Donald G. Fell   X   M   C   C
Michael L. Peterson   X   C   M   M
Dr. Pamela Tenaerts   X   M        

 

(1) Chairman of Board of Directors.

C - Chairman of Committee.

M - Member.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description
     
99.1*   Charter of the Nominating and Corporate Governance Committee

 

* Filed herewith.

 

     
 

 

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 GROUP, INC.
     
Date: November 20, 2019 By: /s/ Suren Ajjarapu
  Name: Suren Ajjarapu
  Title: Chief Executive Officer

 

     
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1*   Charter of the Nominating and Corporate Governance Committee

 

* Filed herewith.

 

     
 

 

 

TRXADE GROUP, INC.

 

CHARTER OF THE:

 

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

 

Effective November 20, 2019

 

     
     

 

Trxade Group, Inc. (the “Company”)

Nominating and Corporate Governance Committee Charter

 

Role:

 

The Nominating and Corporate Governance Committee’s role is to determine the slate of director nominees for election to the Company’s Board of Directors (the “Board”) to identify and recommend candidates to fill vacancies occurring between annual stockholder meetings, to review, evaluate and recommend changes to the Company’s Corporate Governance Guidelines, and to establish the process for conducting the review of the Chief Executive Officer’s performance.

 

Membership:

 

The membership of the Committee will consist of at least two directors of the Company, who shall satisfy the definition of “independent” under the listing standard of the NASDAQ Capital Market, or such other exchange(s) upon which the Company’s securities are then listed from time to time (the “Exchange”). If the Committee is comprised of at least three members, one director who is not “independent” as defined under the rules of the Exchange and is not currently an executive officer or employee or a family member of an executive officer, may be appointed to the Committee if the Board, under exceptional and limited circumstances, determines that such individual’s membership on the Committee is required by the best interests of the Company and its stockholders (with such member being defined as an “Excepted Member”). An Excepted Member may not serve longer than two years. An Excepted Member’s service on the Committee will be subject in all cases to the rules and requirements of the Exchange.

 

Operations:

 

The Board shall designate one member of the Committee to act as its chairperson. The Committee will meet a minimum of once a year. Additional meetings may occur as the Committee or its chair deems advisable. The Committee may also meet periodically in executive session without Company management present. The Committee will cause to be kept adequate minutes of its proceedings, and will report on its actions and activities at the next quarterly meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment) action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of the Company’s Certificate of Incorporation, (b) any provision of the Bylaws of the Company, or (c) the laws of the State of Delaware.

 

Authority:

 

The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee has sole authority to retain and terminate outside counsel, compensation consultants, or other experts or consultants, as it deems appropriate, including sole authority to approve the fees and other retention terms for such persons. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.

 

Except as otherwise delegated by the Board or the Committee, the Committee will act on behalf of the Board.

 

The Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee to perform certain of its duties from time to time.

 

Trxade Group, Inc.

Nominating and Corporate Governance Charter

  Page 1 of 3  
     

 

Performance Evaluation:

 

The Committee shall review its own performance and reassess the adequacy of this Charter at least annually in such manner as it deems appropriate, and submit such evaluation, including any recommendations for change, to the full Board for review, discussion and approval.

 

Responsibilities:

 

The Committee will have the authority, to the extent it deems necessary or appropriate, to retain a search firm to be used to identify director candidates. The Committee shall have sole authority to retain and terminate any such search firm, including sole authority to approve the firm’s fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other advisors. The Company will provide the appropriate funding, as determined by the Committee, for payment of compensation to any search firm or other advisors employed by the Committee.

 

Specific responsibilities and duties of the Committee include:

 

a) Establishing criteria for selection of new directors and nominees for vacancies on the Board;

 

b) Approving director nominations to be presented for stockholder approval at the Company annual Meeting;

 

c) Identifying and assisting with the recruitment of qualified candidates for Board membership and for the positions of Chairman of the Board and Chairman of the committees of the Board;

 

d) Recommending to the Board to accept or decline any tendered resignation of a director;

 

e) Considering any nomination of director candidates validly made by stockholders;

 

f) Reviewing any director conflict of interest issues and determining how to handle such issues;

 

g) Insuring a review at least annually of incumbent directors’ performance and attendance at Board and committee meetings in connection with the independent directors’ decision regarding directors to be slated for election at the Company’s annual meeting;

 

h) Providing appropriate orientation programs for new directors;

 

i) Developing and periodically reviewing and recommending to the Board appropriate revisions to the Company’s corporate governance framework, including its Certificate of Incorporation and Bylaws;

 

j) Monitoring compliance with the corporate governance guidelines; and

 

k) Reviewing and assessing the adequacy of the Company’s corporate governance policies and practices at least annually and recommending any proposed changes to the Board.

 

The Committee will also provide periodic reports to the Board and will propose any necessary actions to the Board. The Committee will also be responsible for the review and reassessment of the adequacy of this Charter annually and for recommending any proposed changes to the Board for approval.

 

Trxade Group, Inc.

Nominating and Corporate Governance Charter

  Page 2 of 3  
     

 

Nomination Process:

 

The Committee has the authority to lead the search for individuals qualified to become members of the Board of the Company and to select or recommend to the Board nominees to be presented for stockholder approval. The Committee will select individuals who have high personal and professional integrity, have demonstrated ability and sound judgment and are effective, in conjunction with other director nominees, in collectively serving the long-term interests of the Company’s stockholders. The Committee may use its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Committee may meet to discuss and consider candidates’ qualifications and then choose a candidate by majority vote.

 

The Committee will consider nominees for the Board recommended in good faith by the Company’s stockholders, provided those nominees meet the requirements of the Exchange and applicable federal securities law. Stockholders should submit the candidate’s name, credentials, contact information and his or her written consent to be considered as a candidate. These recommendations should be submitted in writing to the Company Secretary. The proposing stockholder should also include his or her contact information and a statement of his or her share ownership (how many shares owned and for how long). The Committee may request further information about stockholder recommended nominees in order to comply with any applicable laws, rules or regulations or to the extent such information is required to be provided by such stockholder pursuant to any applicable laws, rules or regulations.

 

Trxade Group, Inc.

Nominating and Corporate Governance Charter

  Page 3 of 3