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): February 18, 2020
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: Common Stock, $0.00001 Par Value Per Share
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 8.01 Other Events
On February 18, 2020, Trxade Group, Inc. (the “Company”) closed its previously announced firm commitment underwritten offering of 806,452 shares of common stock, par value $0.00001 per share, at a public offering price of $6.50 per share, for gross proceeds of approximately $5.24 million before deducting underwriting discounts and commissions and estimated offering expenses.
A copy of the press release announcing the closing of the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
| Item 9.01 | Financial Statements and Exhibits. |
|
Exhibit
No. |
Description | |
| 99.1 | Press Release Dated February 18, 2020 |
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: February 18, 2020 | By: | /s/ Suren Ajjarapu |
| Name: | Suren Ajjarapu | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
|
Exhibit
No. |
Description | |
| 99.1 | Press Release Dated February 18, 2020 |
Exhibit 99.1
TRxADE GROUP, INC. Announces Closing of Firm Commitment Common Stock Offering
TAMPA, FL – (February 18, 2020) – Trxade Group, Inc., (Nasdaq: MEDS)(“Trxade Group” or the “Company”), an integrated drug procurement, delivery and healthcare platform that enables price transparency and increased profit margins to healthcare buyers and sellers of pharmaceuticals, today announced the closing of its previously announced underwritten public offering of 806,452 shares of its common stock at a price to the public of $6.50 per share.
Trxade Group granted the underwriters a 45-day option to purchase up to an additional 120,967 shares of common stock in connection with the offering, to cover overallotments, if any.
Trxade Group received gross proceeds of $5.24 million from the sale of common stock in the offering, prior to deducting the underwriting discounts and offering expenses. Trxade Group intends to use the net proceeds from the offering for working capital and general corporate purposes and possibly to fund acquisitions of other companies, products or technologies.
Dawson James Securities, Inc., Dougherty & Company LLC, and ViewTrade Securities, Inc. acted as the underwriters of the offering. Dawson James Securities, Inc. and Dougherty & Company LLC acted as co-book running managers.
The offering was made pursuant to a registration statement on Form S-1 (No. 333-235540) that was declared effective by the Securities and Exchange Commission (SEC) on February 13, 2020. A preliminary prospectus and final prospectus supplement relating to the offering were filed with the SEC and are available on the SEC’s website located at www.sec.gov. Copies of the prospectuses related to the offering may be obtained from Dawson James Securities, Inc., Attention: Prospectus Department, 1 North Federal Highway, 5th Floor, Boca Raton, FL 33432, or toll free at 866.928.0928.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.
About Trxade Group, Inc.
Headquartered in Tampa, Florida, Trxade Group, Inc. (Nasdaq: MEDS) is an integrated drug procurement, delivery and healthcare platform that enables price transparency and increased profit margins to healthcare buyers and sellers of pharmaceuticals. Founded in 2010, Trxade Group is comprised of three synergistic operating platforms; the Trxade B2B trading platform with 11,900 registered pharmacies, licensed virtual Wholesale and Mail Order Pharmacy delivery capabilities using DelivMeds app. For additional information, please visit us at http://www.trxade.com
Forward-Looking Statements
Certain statements in this press release, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Certain risks and uncertainties applicable to us and our operations are described in the “Risk Factors” sections of our most recent annual and quarterly reports and in other reports we have filed with the U.S. Securities and Exchange Commission. These reports are available at www.sec.gov.
Investor Relations Contact:
Christi Justi
800-261-0281
IR@trxade.com