Current Report Filing (8-k)
June 15 2023 - 5:19PM
Edgar (US Regulatory)
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0001382574
2023-06-15
2023-06-15
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): June 15, 2023
TRxADE
HEALTH, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39199 |
|
46-3673928 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 2420
Brunello Trace, Lutz, Florida |
|
33558 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(800)
261-0281
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Common
Stock, par value $0.00001 per share |
|
MEDS |
|
The
Nasdaq Stock Market LLC (Nasdaq Capital |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging
growth company ☐
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 3.03. Material Modifications to Rights
of Security Holders
As described in Item 5.03 below, the stockholders
of the TRxADE HEALTH, INC. (the “Company”) authorized the Board of Directors of the Company in its sole and absolute discretion,
and without further action of the stockholders, to file a Certificate of Amendment to the Second Amended and Restated Certificate of
Incorporation of the Company (the “Certificate of Amendment”) at the annual meeting of the stockholders of TRxADE Health
Inc. (the “2023 Annual Meeting”).
Item 5.03. Articles of Incorporation or Bylaws
The stockholders of the Company authorized the
Board of Directors of the Company in its sole and absolute discretion, and without further action of the stockholders, to file a Certificate
of Amendment at the 2023 Annual Meeting, which amends and restates subsection 3 of Article V (Reverse Stock Split of Outstanding Common
Stock) to effect a reverse split of the Company’s issued and outstanding common stock, par value $0.00001 per share, at a ratio
to be determined by the Board, ranging from one-for-ten to one-for-one hundred (the “Reverse Split”), with the Reverse Split
to be effected at such time and date, if at all, as determined by the Board in its sole discretion, but no later than December 31, 2023,
when the authority granted by the stockholders of the Company to implement the Reverse Split would terminate.
Item
5.07. Submission of Matters to a Vote of Security Holders
On
June 15, 2023, the Company held its 2023 Annual Meeting to consider Proposals 1 through 4 as described in detail in the
Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 5, 2023 (the “Proxy Statement”).
A summary of the matters voted upon by stockholders is set forth below.
Proposal
1—Reverse Stock Split
The
Company’s stockholders approved a proposal to authorize the board of directors of the Company (the “Board”), in its
sole and absolute discretion, and without further action of the stockholders, to file an amendment to the Company’s Certificate
of Incorporation, as amended to the date of the Proxy Statement, to effect a reverse stock split of the Company’s issued and outstanding
common stock at a ratio to be determined by the Board, ranging from one-for-ten to one-for-one hundred, with such reverse stock split
to be effected at such time and date, if at all, as determined by the Board in its sole discretion, but no later than December 31, 2023.
The following votes were taken in connection with this proposal:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| Number | | |
% | | |
Number | | |
% | | |
Number | | |
% | | |
Number | | |
% | |
| 5,327,981 | | |
| 52.18 | | |
| 88,393 | | |
| 0.87 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Proposal
2—Amendment of the Second Amended and Restated 2019 Equity Incentive Plan
The
Company’s stockholders approved a proposal to amend the Company’s Second Amended and Restated 2019 Equity Incentive Plan
to increase the number of shares reserved for issuance thereunder by 2,000,000 shares. The following votes were taken in connection with
this proposal:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| Number | | |
% | | |
Number | | |
% | | |
Number | | |
% | | |
Number | | |
% | |
| 5,273,753 | | |
| 51.65 | | |
| 142, 621 | | |
| 1.40 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Proposal
3—Election of Directors
The
following individuals, constituting all of the nominees named in the Proxy Statement, were elected as directors to serve until the 2024
annual meeting of stockholders and until their successors have been duly elected and qualified. The following votes were taken in connection
with this proposal:
| | |
FOR | | |
WITHHELD | |
| Nominee | |
Number | | |
% | | |
Number | | |
% | |
| Suren Ajjarapu | |
| 5,411,101 | | |
| 53 | | |
| 5,273 | | |
| 0.05 | |
| Prashant Patel | |
| 5,404,997 | | |
| 52.94 | | |
| 11,377 | | |
| 0.11 | |
| Donald G. Fell | |
| 5,349,507 | | |
| 52.4 | | |
| 66,867 | | |
| 0.65 | |
| Michael L. Peterson | |
| 5,387,936 | | |
| 52.77 | | |
| 28,438 | | |
| 0.28 | |
| Jeff Newell | |
| 5,411,191 | | |
| 53 | | |
| 5,273 | | |
| 0.05 | |
Proposal
4—Ratification of Appointment of MaloneBailey LLP as Independent Auditor
The
Company’s stockholders approved a proposal to ratify the appointment of MaloneBailey LLP as our independent auditor for the fiscal
year ending December 31, 2023. The following votes were taken in connection with this proposal:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| Number | | |
% | | |
Number | | |
% | | |
Number | | |
% | | |
Number | | |
% | |
| 5,341,101 | | |
| 52.31 | | |
| 1,673 | | |
| 0.02 | | |
| 73,600 | | |
| 0.72 | | |
| 0 | | |
| 0 | |
Item
9.01. Financial Statements and Exhibits
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 HEALTH, INC. |
| |
|
|
| |
By: |
/s/
Suren Ajjarapu |
| |
Name: |
Suren
Ajjarapu |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
June 15, 2023 |
|
|
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