Current Report Filing (8-k)
November 09 2020 - 04:21PM
Edgar (US Regulatory)
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 3, 2020
Trxade
Group, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
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001-39199
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46-3673928
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock,
$0001
Par Value Per Share
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MEDS
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The
NASDAQ Stock Market LLC
(Nasdaq
Capital Market)
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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
1.01 Entry into a Material Definitive Agreement.
Effective
on November 3, 2020, Trxade Group, Inc.’s (the “Company”, “we” and “us”),
entered into a solution marketing program agreement with Amazon.com Services, LLC (“Amazon”). Pursuant to the
agreement, we agreed to promote and market Amazon’s storage lockers (Amazon Lockers), a secure, self-service kiosk and pick-up
program (Amazon Hub Counter), where consumers can pick up Amazon packages at their convenience, to our network of independent
pharmacies in the United States. The agreement includes customary limitations of liability and terms requiring that we indemnify
Amazon under certain circumstances. Pursuant to the agreement we are to be paid a sliding fee for each independent pharmacy we
introduce to, and which enters into an agreement with, Amazon in connection with the Amazon Locker or the Amazon Hub Counter program,
to be invoiced and paid on a quarterly basis.
The
agreement has a one-year term, automatically renewable thereafter for successive one-year terms if not terminated by either party
with at least 30 days written notice prior to such automatic renewal date. Additionally, either we or Amazon may terminate the
agreement with 30 days prior written notice, Amazon may terminate the agreement immediately in the event we commit a material
violation of law and either we or Amazon may terminate the agreement upon a breach of a material term of the agreement by the
other party (in Amazon’s case immediately and in our case after a 30 day cure period).
Item
7.01 Regulation FD Disclosure.
The
Company’s management plans to hold meetings from time
to time with current and prospective investors, funding sources, and others. A copy of the presentation which the Company will
use in connection with such meetings is being furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is also
available on the Company’s website at https://www.trxadegroup.com/investors/presentations-nasdaq-meds/, which website
includes information the Company does not desire to incorporate by reference into this report.
The
information responsive to Item 7.01 of this Form 8-K and Exhibit 99.1, attached hereto, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing
of this Report is not intended to constitute a determination by the Company that the information is material or that the dissemination
of the information is required by Regulation FD.
The
Presentation attached hereto as Exhibit 99.1 contains certain statements that may be deemed to be “forward-looking
statements” within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the “Act”).
You can identify these forward-looking statements by words such as “may,” “should,” “expect,”
“anticipate,” “believe,” “estimate,” “intend,” “plan”
and other similar expressions. Forward-looking statements are not a guarantee of performance and are subject to a number of risks
and uncertainties, many of which are difficult to predict and are beyond our control. These risks and uncertainties should be
carefully considered. We caution you not to place undue reliance on the forward-looking statements, which involve known and unknown
risks, uncertainties and other factors, which may cause the results of the Company, its divisions and concepts to be materially
different than those expressed or implied in such statements. These risk factors and others are included from time to time in
documents the Company files with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs
and Form 8-Ks. The forward-looking statements contained in Exhibit 99.1 are made as of the date of the Presentation attached
to such Exhibit 99.1. We disclaim any obligation to update any of these forward-looking statements as a result of new information,
future events, or otherwise, except as expressly required by law.
Item
9.01. Financial Statements and Exhibits.
**
Furnished 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.
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TRXADE
GROUP, INC.
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Date:
November 9, 2020
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By:
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/s/
Suren Ajjarapu
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Name:
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Suren
Ajjarapu
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
**
Furnished herewith.
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