TRxADE HEALTH, Inc. Amends Definitive Merger Agreement with Superlatus, Inc.
15 7월 2023 - 5:30AM
TRxADE HEALTH, Inc. (NASDAQ: MEDS) (“TRxADE”), a pharmaceutical
exchange platform provider, announced today that it entered into an
amended and restated merger agreement with Superlatus, Inc.
(“Superlatus”), a U.S.-based holding company of food products and
distribution capabilities, which amends the terms of the original
merger agreement entered into by the parties on June 30, 2023.
As restated, upon closing of the merger,
shareholders of Superlatus will receive an aggregate of
30,821,941 shares of MEDS stock at $7.30 per share, which will be
comprised of (i) 136,441 shares of MEDS common stock, representing
19.99% of the total issued and outstanding MEDS common stock at the
closing of the merger, and (ii) 306,855 shares of a new class of
MEDS non-voting convertible preferred stock with a conversion ratio
of 100 to one, multiplied by such shareholder’s pro rata
percentage ownership.
In addition, the amended and restated merger
agreement provides that, effective one (1) business day immediately
prior to the closing date (the “MEDS Rights Record Date”), TRxADE
will issue to the shareholders of TRxADE as of the MEDS Rights
Record Date, including the independent directors who are entitled
to certain amount of MEDS common stock in connection with their
2023 annual compensation and regardless of whether the common stock
has been issued or vest before the MEDS Rights Records Date
(collectively, the “MEDS Rights Shareholders”), a non-transferrable
right to receive one share of MEDS common stock at no cost (the
“MEDS Rights”), with seven (7) MEDS Rights issued per share of
common stock of TRxADE held as of the MEDS Rights Record Date.
For a full description of the amended and
restated merger agreement, please see TRxADE’s Current Report on
Form 8-K filed today with the Securities and Exchange Commission
(the “SEC”).
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 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. TRxADE 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 please
visit TRxADE’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 (the
“Securities Act”) 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
TRxADE and its industry, beliefs and 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 the following: 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; one
or more conditions to closing of the proposed merger not being
satisfied within the expected timeframe or at all or that the
closing of the proposed merger does 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 proposed 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 areas detailed in TRxADE’s most recent Annual Report on Form
10-K and subsequent reports filed with the SEC. Forward-looking
statements speak only as of the date they are made. 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.
No Offer or
Solicitation
The securities issued in connection with the
proposed merger are being offered in a transaction not involving a
public offering and have not been registered under the Securities
Act and may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the Securities Act. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
these securities, nor shall there be any sale of these securities
in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or other
jurisdiction.
Investor Contact:
Skyline Corporate Communications Group, LLCScott
Powell, PresidentOne Rockefeller Plaza, 11th FloorNew York, NY
10020Office: (646) 893-5835Email: info@skylineccg.com
TRxADE HEALTH (NASDAQ:MEDS)
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TRxADE HEALTH (NASDAQ:MEDS)
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