Trxade Group, Inc. (OTCMKTS:TRXD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On January 5, 2017, Trxade Group, Inc. (the “Company” or “Trxade”), filed an initial Current Report on Form 8-K with the Securities and Exchange Commission (the “Original Filing”) reporting the sale and disposition (the “Disposition”) of all of its equity interests in its wholly-owned subsidiary, Westminster Pharmaceuticals, LLC, a Delaware limited liability company (“Westminster”). The Disposition was accomplished to the terms and conditions of the Purchase and Sale Agreement (“Purchase and Sale Agreement”) included in the Original Filing.
This Current Report on Form 8-K/A is being filed to amend the Original Filing to include the pro forma financial information required by Item 9.01 of Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities
Shares of common stock were issued in January totaling 250,000 shares. These were sold at $1.00 per share. In connection with this common stock offering, warrants to purchase 87,500 shares of common stock were issued at a strike price of $0.01 and an expiration date of five years.
The issuances of the common stock and warrants described above were exempt from registration to Section 4(2), Rule 506 of Regulation D and/or Regulation S of the Securities Act since the foregoing issuances and grants did not involve a public offering, the recipients took the securities for investment and not resale, we took take appropriate measures to restrict transfer, and the recipients were (a) “accredited investors”; (b) had access to similar documentation and information as would be required in a Registration Statement under the Act; (c) were non-U.S. persons; and/or (d) were officers or directors of the Company.
Item 9.01. Financial Statements and Exhibits.
Pro Forma Financial Information
The following unaudited pro forma condensed consolidated financial statements are filed with this Form 8-K/A as Exhibit 99.1 and are incorporated herein by reference:
Pro forma condensed consolidated balance sheet of Trxade and Westminster as of December 31, 2015, as if the Disposition occurred December 31, 2014;
Pro forma condensed consolidated statements of operations of Trxade and Westminster for the year ended December 31, 2015, as if the Disposition occurred December 31, 2014;
Pro forma condensed consolidated statements of cash flows of Trxade and Westminster for the year ended December 31, 2015, as if the Disposition occurred December 31, 2014; and
Notes to condensed pro forma consolidated statements of operations and cash flow and balance sheet.
The unaudited pro forma consolidated financial information is presented for informational purposes only. The pro forma data is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the disposition as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the consolidated company.
The exhibits required to be filed as a part of this Current Report on Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.
Unaudited Consolidated Pro-Forma Financial Statements
(b) Pro Forma Financial Information.
In accordance with Item 9.01(b), the unaudited proforma condensed consolidated financial statements showing the effects of the transaction as required to be filed to Rule 8-05 of Regulation S-X for smaller reporting companies.
About Trxade Group, Inc. (OTCMKTS:TRXD)
Trxade Group, Inc. (Trxade) designs, develops, owns and operates a business-to-business Web-based marketplace focused on the United States pharmaceutical industry. The Company’s products and services include Trxade.com, InventoryRx.com, Pharmabayonline and RxGuru. Its services are distributed through its online platform. As of December 31, 2015, its wholesale division distributed pharmaceuticals to independent pharmacies in 26 states through a third-party logistics company. The Company’s subsidiaries include Trxade, Inc. (Trxade Florida) and Pinnacle Tek, Inc. Trxade.com is a Web-based pharmaceutical marketplace engaged in promoting and enabling trade among independent pharmacies and pharmaceutical suppliers across the nation. InventoryRx.com is a Web-based pharmaceutical marketplace formed to promote and enable trade among suppliers, manufacturers and healthcare facilities across the nation. Trxade Group, Inc. (OTCMKTS:TRXD) Recent Trading Information
Trxade Group, Inc. (OTCMKTS:TRXD) closed its last trading session 00.000 at 0.850 with 3,220 shares trading hands.