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): November 3, 2020
Trxade Group, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-39199 | 46-3673928 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0001 Par Value Per Share | MEDS | The NASDAQ Stock Market LLC (Nasdaq Capital Market) |
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 1.01 Entry into a Material Definitive Agreement.
Effective on November 3, 2020, Trxade Group, Inc.’s (the “Company”, “we” and “us”), entered into a solution marketing program agreement with Amazon.com Services, LLC (“Amazon”). Pursuant to the agreement, we agreed to promote and market Amazon’s storage lockers (Amazon Lockers), a secure, self-service kiosk and pick-up program (Amazon Hub Counter), where consumers can pick up Amazon packages at their convenience, to our network of independent pharmacies in the United States. The agreement includes customary limitations of liability and terms requiring that we indemnify Amazon under certain circumstances. Pursuant to the agreement we are to be paid a sliding fee for each independent pharmacy we introduce to, and which enters into an agreement with, Amazon in connection with the Amazon Locker or the Amazon Hub Counter program, to be invoiced and paid on a quarterly basis.
The agreement has a one-year term, automatically renewable thereafter for successive one-year terms if not terminated by either party with at least 30 days written notice prior to such automatic renewal date. Additionally, either we or Amazon may terminate the agreement with 30 days prior written notice, Amazon may terminate the agreement immediately in the event we commit a material violation of law and either we or Amazon may terminate the agreement upon a breach of a material term of the agreement by the other party (in Amazon’s case immediately and in our case after a 30 day cure period).
Item 7.01 Regulation FD Disclosure.
The Company’s management plans to hold meetings from time to time with current and prospective investors, funding sources, and others. A copy of the presentation which the Company will use in connection with such meetings is being furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is also available on the Company’s website at https://www.trxadegroup.com/investors/presentations-nasdaq-meds/, which website includes information the Company does not desire to incorporate by reference into this report.
The information responsive to Item 7.01 of this Form 8-K and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of this Report is not intended to constitute a determination by the Company that the information is material or that the dissemination of the information is required by Regulation FD.
The Presentation attached hereto as Exhibit 99.1 contains certain statements that may be deemed to be “forward-looking statements” within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the “Act”). You can identify these forward-looking statements by words such as “may,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond our control. These risks and uncertainties should be carefully considered. We caution you not to place undue reliance on the forward-looking statements, which involve known and unknown risks, uncertainties and other factors, which may cause the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements. These risk factors and others are included from time to time in documents the Company files with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. The forward-looking statements contained in Exhibit 99.1 are made as of the date of the Presentation attached to such Exhibit 99.1. We disclaim any obligation to update any of these forward-looking statements as a result of new information, future events, or otherwise, except as expressly required by law.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1** | November 2020 PowerPoint Presentation |
** Furnished 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.
| TRXADE GROUP, INC. | ||
| Date: November 9, 2020 | By: | /s/ Suren Ajjarapu |
| Name: | Suren Ajjarapu | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1** | November 2020 PowerPoint Presentation |
** Furnished herewith.