LUTZ, FL/ACCESSWIRE/October 4, 2022/ TRxADE HEALTH, INC. (NASDAQ: MEDS) (“TRxADE” or the “Company”), a healthcare IT company focused on digitizing the retail pharmacy experience by optimizing the drug supply, prescription journey and Patient Engagement USA, today announced that it has entered into a securities purchase agreement with a single institutional investor to purchase approximately $1.8 million of its common stock (or warrants pre-funded instead) under a registered direct offering and warrants to purchase common shares under a concurrent private placement. The combined effective purchase price of one common share (or a pre-funded warrant in lieu thereof) and the associated warrants will be $1.15.
Under the terms of the securities purchase agreement, TRxADE has agreed to sell 1,521,740 shares of common stock (or pre-funded warrants instead). In a private placement, which will be completed concurrently with the offering, TRxADE has also agreed to issue warrants to purchase up to an aggregate of 2,663,045 common shares. The warrants will be exercisable upon receipt of shareholder approval of the offer, will expire 5 years from the date of such shareholder approval and will have an exercise price of $1.50 per common share. .
Maxim Group LLC is acting as sole placement agent for the offering.
The offering is expected to close on or about October 7, 2022, subject to the satisfaction of customary closing conditions.
The Common Stock and Prefunded Warrants are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-266432) previously filed with and declared effective by the Securities and Exchange Commission (SEC). The offering of Common Shares and Prefunded Warrants will only be made by way of a prospectus supplement forming part of the registration statement. The Warrants issued pursuant to the Concurrent Private Placement and the Shares issuable upon the exercise of such Warrants have been offered pursuant to a Private Placement pursuant to Section 4(a)( 2) the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws movables.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the titles. laws of that jurisdiction. A prospectus supplement relating to the common stock and pre-funded warrants will be filed by TRxADE with the SEC. When available, copies of the Prospectus Supplement relating to the Registered Direct Offering, together with the accompanying Prospectus, may be obtained from the SEC’s website at www.sec.gov or from of Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Department of Unions, or by email at [email protected] or by phone at (212) 895-3745.
About TRxADE HEALTH, Inc.
TRxADE HEALTH, Inc. (NASDAQ:MEDS) is a healthcare information technology company focused on digitizing the retail pharmacy experience by optimizing the drug supply, prescription journey and patient engagement at United States. The company operates the TRxADE drug supply marketplace serving a total of 13,815+ members nationwide, promoting price transparency and under the Bonum Health brand, offering patient-centric telehealth and tele-vet. For more information about TRxADE Health, please visit the company’s IR website at investor.trxadehealth.com.
Note on forward-looking statements
This press release may contain forward-looking statements, including information about management’s view of TRxADE’s future expectations, plans and prospects, within the meaning of federal securities laws, including the safe harbor provisions. under the Private Securities Litigation Reform Act of 1995. In particular, when used in the foregoing discussion, the words “may”, “could”, “expect”, “intend” , “plans”, “seeks”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “continues”, “probable”, “will”, “would” and variations of these terms and similar expressions, or the negative form of such terms or similar expressions are intended to identify forward-looking statements. All statements made in this press release other than statements of historical fact, regarding an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of TRxADE, its divisions and concepts to be materially different from those expressed or implied by these statements. These risks include risks relating to the closing of the offering, agreements with third parties, including Coborn’s and Galt Pharmaceuticals; our ability to raise funds in the future, as needed, and the terms of such financings, including potential dilution as a result; our ability to continue as a going concern; the anticipated benefits, expected users and projected revenues of our business with Exchange Health; amounts we owe and may owe Exchange Health in connection with the arrangement with Exchange Health; security interests under certain of our credit agreements; the fact that we are exploring strategic alternatives for our subsidiary Bonum Health, Inc.; our operations are not profitable; the commercial viability of new lines of business, applications, products and technologies, and the costs of such items; the Company’s share buyback program; adoption of the Company’s product offerings; claims relating to alleged violations of the intellectual property rights of others; our ability to monetize our technology solutions; technical problems with our websites, applications and products; risks relating to the implementation of our acquisition strategies; pharmaceutical supply chain challenges posted by the COVID-19 pandemic and related matters; our ability to manage our growth; adverse effects on our operations associated with the opioid painkiller health crisis; risks relating to regulatory requirements and licenses; risks related to changes in the US healthcare environment; the state of our information systems, facilities and distribution networks; risks associated with the operations of our more established competitors; regulatory changes; new competitors who may have more resources than us; increased direct-to-consumer drug sales; healthcare fraud; COVID-19, governmental responses thereto, economic downturns and rising inflation and possible resulting recessions; changes in laws or regulations relating to our operations; privacy laws; system errors; dependence on current management; our growth strategy; the dilution that may be caused by future offerings; rising inflation, rising interest rates and supply chain issues; and others that are included from time to time in TRxADE’s filings with the Securities and Exchange Commission, including, but not limited to, the “Risk Factors” sections of its Forms 10-K and 10-Q and its Form 8-Ks, which it has filed, and files from time to time, with the United States Securities and Exchange Commission (SEC), and more particularly in our Quarterly Report on Form 10- Q for the quarter ended June 30, 2022, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. These reports are available at www.sec.gov. Other unknown or unpredictable factors could also materially adversely affect TRxADE’s future results and/or could cause our actual results and financial condition to differ materially from those set forth in the forward-looking statements. The forward-looking statements included in this press release speak only as of the date hereof. TRxADE cannot guarantee future results, activity levels, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. We undertake no obligation to publicly update any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting the forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no conclusion should be drawn that we will make additional updates with respect to such or other forward-looking statements.
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