TRxADE HEALTH, Inc. Issues Correction to Press Release Announcing its Anticipated Combination with Superlatus, Inc. (Correction Notice)
June 23 2023 - 4:40PM
TRxADE HEALTH, Inc. (NASDAQ:MEDS) (“TRxADE”), a pharmaceutical
exchange platform, today announced a correction to its press
release issued on Friday, June 23, 2023, 8:05 U.S. Eastern Time,
entitled “Superlatus, Inc. to Combine with TRxADE HEALTH, Inc., to
Create a Global Food Consolidation Platform” (the “Prior Press
Release”).
On June 22, 2023, Superlatus, Inc.
(“Superlatus”) signed a binding letter of intent (the “LOI”) to be
acquired by TRxADE (the “Merger”). The number of shares that
Superlatus will receive upon the closing of the Merger was
miscalculated due to an error in the valuation of TRxADE. TRxADE
and Superlatus have subsequently amended the LOI to reflect the
correct number of shares, and TRxADE is issuing this correction
notice to correct the error in the Prior Press Release.
The corrected statement is as follows:
Upon closing of the Merger, shareholders of
Superlatus will receive 3,839,176 shares of MEDS, valued at $58.61
per share, and comprised of (i) common shares in an amount
representing 19.99% of the total issued and outstanding stock of
MEDS after Closing, and (ii) the remainder in shares of a new class
of MEDS non-voting preferred stock, in each case multiplied by such
shareholder’s pro rata percentage ownership.
About Superlatus,
Inc.
Superlatus is a diversified food technology
company with distribution capabilities. We scale food innovation
and transformational change to our food systems to optimize food
security and population health via innovative CPG products,
agritech, foodtech, plant-based proteins and alt-proteins. We
provide industry-leading processing and forming technologies that
create high nutrition, high taste, and textured foods. Our
management team consists of world-class food executives with an
unparalleled understanding of technology and taste. For more
information on Superlatus, please visit Superlatus’ website at
https://www.superlatusfoods.com.
About TRxADE HEALTH,
INC.
TRxADE HEALTH (NASDAQ: MEDS) is a health
services IT company focused on digitalizing the retail pharmacy
experience by optimizing drug procurement, the prescription journey
and patient engagement in the U.S. The Company operates
the TRxADE drug procurement marketplace serving
approximately 14,500+ members nationwide, fostering price
transparency and under the Bonum Health brand, offering patient
centric telehealth services. For more information on TRxADE
HEALTH, please visit the Company’s IR website
at investors.trxadegroup.com.
Forward-Looking Statements
This press release contains certain statements
that may be deemed to be “forward-looking statements” within the
federal securities laws, including the safe harbor provisions under
the Private Securities Litigation Reform Act of 1995. Statements
that are not historical are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Forward-looking
statements relate to future events or our future performance or
future financial condition. These forward-looking statements are
not historical facts, but rather are based on current expectations,
estimates and projections about our company, our industry, our
beliefs and our assumptions. Such forward-looking statements
include, but are not limited to, statements regarding our or our
management team’s expectations, hopes, beliefs, intentions or
strategies regarding the future. In addition, any statements that
refer to projections, forecasts or other characterizations of
future events or circumstances, including any underlying
assumptions, are forward-looking statements. In some cases, you can
identify forward-looking statements by the following words:
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “ongoing,” “plan,” “potential,” “predict,”
“project,” “should,” or the negative of these terms or other
similar expressions, but the absence of these words does not mean
that a statement is not forward-looking. Forward-looking statements
are subject to a number of risks and uncertainties (some of which
are beyond our control) that may cause actual results or
performance to be materially different from those expressed or
implied by such forward-looking statements. Accordingly, readers
should not place undue reliance on any forward-looking statements.
These risks include risks relating to agreements with third
parties; our ability to raise funding in the future, as needed, and
the terms of such funding, including potential dilution caused
thereby; our ability to continue as a going concern; security
interests under certain of our credit arrangements; our ability to
maintain the listing of our common stock on the Nasdaq Capital
Market; claims relating to alleged violations of intellectual
property rights of others; risks that one or more conditions to
closing of the Merger may not be satisfied within the expected
timeframe or at all or that the closing of the proposed Merger will
not occur; the outcome of any current legal proceedings or future
legal proceedings that may be instituted against the parties or
others, including proceedings related to the Merger documents; the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination or abandonment of the
Merger; unanticipated difficulties or expenditures relating to the
proposed Merger; potential difficulties in employee retention as a
result of the announcement and pendency of the proposed Merger;
whether the combined business of TRxADE and Superlatus will be
successful; and those risks detailed in TRxADE’s most recent Annual
Report on Form 10-K and subsequent reports filed with the
Securities and Exchange Commission. Forward-looking statements
speak only as of the date they are made. The TRxADE undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise
that occur after that date, except as otherwise provided by
law.
Investor Contact:Skyline Corporate
Communications Group, LLCScott Powell, PresidentOne Rockefeller
Plaza, 11th FloorNew York, NY 10020Office: (646)
893-5835Email: info@skylineccg.com
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