June 20, 2019
VIA FEDERAL EXPRESS AND E-MAIL
Mr. Ronald Alper
Ms. Brigitte Lippman
Office of Beverages, Apparel and Mining
Division of Corporate Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Trxade Group, Inc.: Response to telephonic conversation of June 18, 2019
regarding Amendment #1 to Registration Statement on Form S-1
Filed June 14, 2019 (SEC File Number 333-231246)
Mr. Alper and Ms. Lippman:
We write on behalf of our client, Trxade Group, Inc., a Delaware corporation (the “Company”), in connection with the above-referenced matter. The Company requested us, as its legal counsel, to respond to your June 18, 2019 telephonic conversation with the United States Securities and Exchange Commission (the “Commission”). Based on our discussion with the Commission and the current business status, the Company has concurrently filed herewith Amendment No. 2 to its Registration Statement on Form S-1 (the “Amendment”).
Mr. Ronald Alper
Ms. Brigitte Lippman
Division of Corporate Finance
United States Securities and Exchange Commission
June 20, 2019
Page 2
Per telephonic conversation June 18, 2019
General
1. We note that you plan to incorporate by reference information pursuant to General Instruction VII of Form S-1. However, it appears that the company is a penny stock issuer as defined in Rule 3a51-1 of the Exchange Act and, therefore, is not eligible to use incorporation by reference. Please revise or advise.
The Company modified its disclosure. Please see the registration statement filed concurrently herewith as the Amendment.
Should the Commission or the Staff declare the filing effective, the Company respectfully requests acceleration of the effective date of its pending registration. In connection with this request, the Company hereby acknowledges the following in a separate certification signed by the Company’s President, Mr. Suren Ajjarapu (attached):
1. | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; | |
2. | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and | |
3. | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please feel free to contact us directly with any questions or comments. Thank you in advance for your assistance.
Very Truly Yours, | |
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Blair Krueger, Esq. |
cc: | Trxade Group, Inc. | |
Mr. Suren Ajjarapu | ||
Mr. Howard Doss | ||
Mr. Steven Lee, Esq. |
Enclosure
Blair Krueger, Esq.
Krueger LLP
Securities and Exchange Commission
Response Letter
Dated June 20, 2019
CERTIFICATION SIGNED
In connection with this letter, the Company hereby acknowledges the following:
1. | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; | |
2. | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and | |
3. | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
/s/ Suren Ajjarapu | Chairman of the Board, Chief Executive Officer and Secretary | June 20, 2019 | ||
Suren Ajjarapu | (Principal Executive Officer) | |||
/s/ Howard A. Doss | Chief Financial Officer (Principal Financial and Accounting Officer) | June 20, 2019 | ||
Howard A. Doss |