Current Report Filing (8-k)
August 04 2020 - 7:06AM
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): August 3, 2020
Trxade
Group, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-39199
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46-3673928
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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,
$0.00001
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(e)
As
previously reported in the Current Report on Form 8-K filed by Trxade Group, Inc. (the “Company”, “we”
and “us”) with the Securities and Exchange Commission on April 16, 2020, on April 14, 2020, the Board of Directors
approved the grant of (a) 5,000 shares of restricted common stock to the Company’s legal counsel; (b) 12,500 shares of restricted
common stock to Howard A. Doss, the Company’s Chief Financial Officer (CFO), and (b) 8,987 shares of restricted stock to
each of the three independent members of the Board of Directors of the Company (Mr. Donald G. Fell, Dr. Pamela Tenaerts, and Mr.
Michael L. Peterson), which vest at the rate of 1/4th of such shares on July 1 and October 1, 2020 and January 1 and April 1,
2021, subject to such persons continuing to provide services to the Company on such dates, subject to the terms of the Company’s
Amended and Restated 2019 Equity Incentive Plan (the “Plan”) and the Restricted Stock Grant Agreements entered
into to evidence such awards.
Subsequently,
the Board of Directors of the Company authorized amendments
to the Restricted Stock Grant Agreements evidencing the April 14, 2020 grants of restricted stock to each of the persons named
above (including the Company’s CFO)(which were executed by the Company on August 3, 2020), to amend the original grants
of such restricted stock shares described above to provide that such restricted stock vests immediately (a) upon the death of
an award recipient; (b) upon the Retirement (as defined in the applicable award agreement) of an award recipient; and (c) upon
a Change of Control (as defined in the Plan).
A
form of the First Amendment to Trxade Group, Inc. 2019 Equity Incentive Plan Restricted Stock Grant Agreement entered into with
each of the restricted stock recipients above is attached hereto as Exhibit 10.4 and incorporated into this Item 5.02
in its entirety, by reference.
Item
9.01 Financial Statements and Exhibits.
*
Filed 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: August 4, 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
*
Filed herewith.
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