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 21, 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 21, 2020, the underwriters in the Company’s previously announced firm commitment offering which closed on February 18, 2020, exercised their overallotment option and purchased 115,767 shares of the Company’s common stock at the public offering price of $6.50 per share, less the underwriters’ discount of $0.52 per share, resulting in net pricing of $5.98 per share.

 

A copy of the press release announcing the exercise of the overallotment option 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 24, 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 24, 2020 By: /s/ Suren Ajjarapu
  Name: Suren Ajjarapu
  Title: Chief Executive Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit
No. 		  Description
     
99.1   Press Release Dated February 24, 2020

 

 

 

 

Exhibit 99.1

 

TRxADE GROUP, INC. Announces Exercise of Overallotment Option by Underwriters

 

TAMPA, FL – (February 24, 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 exercise by the underwriters of the Company’s previously announced firm commitment underwritten offering which closed on February 18, 2020, of their overallotment option and the purchase by such underwriters of 115,767 shares of common stock at the public offering price of $6.50 per share, less the underwriters’ discount of $0.52 per share, resulting in net pricing of $5.98 per share.

 

Trxade Group received gross proceeds of approximately $0.7 million from the sale of common stock from the underwriters’ exercise of their overallotment option, prior to deducting 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.

 

Schiff Hardin LLP served as counsel to the underwriters and The Loev Law Firm, PC served as counsel to the Company in connection with the offering.

 

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:

Christi Justi

800-261-0281

IR@trxade.com

 

Corporate Communications:

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New York, New York
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