Scienture Holdings, Inc 8-K, filed Oct 3, 2022
Scienture Holdings, Inc. (SCNX)
About this 8-K
Scienture Holdings, Inc filed this 8-K on October 3, 2022, reporting on events of September 30, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On September 30, 2022, the Board of Directors of TRxADE HEALTH, INC. (“TRxADE”, the “Company”, “we” and “us”), with the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, appointed Mr. Jeff Newell as a member of the Board of Directors, with such appointment to take effect immediately. Such appointment filled the vacancy left by the August 26, 2022 resignation of Christine L. Jennings from the Board of Directors, as previously disclosed.
The Board determined that Mr. Newell meets the definition of an “independent” director under SEC rules and the rules and regulations promulgated by NASDAQ. Mr. Newell was also appointed to serve as a member of the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, effective upon his appointment. As a result of such appointments, the Company now has a Board of Directors consisting of a majority of “independent” directors under the rules and regulations promulgated by NASDAQ and an Audit Committee consisting of three members.
There are no family relationships between any director or executive officer of the Company, including Mr. Newell.
Mr. Newell is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K; provided that Mr. Newell was previously party to a consulting agreement with the Company, from August 2022 to September 2022, pursuant to which he served on the Company’s Advisory Board for $3,000 per month, which agreement was terminated in connection with his appointment as a member of the Board of Directors. There is no agreement, arrangement or understanding pursuant to which Mr. Newell was selected as a director.
Mr. Newell will be entitled to receive compensation for his services as a director consistent with the compensation paid to other non-executive directors as described in the Proxy Statement for the Company’s 2022 annual meeting of stockholders and is entitled to participate in the Company’s equity incentive plans in effect and as amended from time to time, as described in the Proxy Statement.
Mr. Newell’s biographical information is provided below:
Mr. Jeff Newell, age 64, has over forty years of experience in the healthcare industry. Since May 2003, Mr. Newell has served as the Chief Executive Officer of The Newell Group LLC, a healthcare consulting firm. Prior to that, from 2017 to 2021, he served as the Chief Executive Officer of Pharmacy Quality Solutions, a healthcare quality measuring and reporting company. He also previously served as the Vice President of Pharmacy Administration for Kmart Pharmacy/Sears Holding Corporation (2015-2017), a retail pharmacy and as Senior Vice President and Chief Compliance Officer for Millennium Long Term Care Pharmacy Systems (2012-2014), a long-term care pharmacy. Prior to that, he served in various other healthcare management roles, including serving as Chief Operating Officer of Quality Partners Rhode Island, a non-profit healthcare consulting group (2003-2011), in various roles, including as a Pharmacist, Corporate Analyst, Pharmacy Supervisor, Manager, and Director of Pharmacy Programs with CVS (1982-2003), and as a Co-Owner of, and Pharmacist with, Newell’s Pharmacy in New York (1980-1984). Throughout his career, Mr. Newell has served on many National, State and Local Boards, within the Healthcare Industry. Mr. Newell is retired and stays active within the industry through his consulting company (The Newell Group LLC). He consults with a select number of companies and individuals and leverages his expertise and vast network to drive improved performance. Mr. Newell is a member of the American Pharmacist Association and Rhode Island Pharmacist Association. He received his Bachelor of Science degree in Pharmacy from Albany College of Pharmacy & Health Sciences.
The Board of Directors believes that Mr. Newell is well qualified to serve on the Board of Directors because of his over forty years of experience in the healthcare industry; his proven track record of growing profitable organizations through strategic initiatives and the development of high-performance teams; and his prior service on many National, State and Local Boards, within the Healthcare Industry.
Item 7.01 Regulation FD Disclosure.
On October 3, 2022, the Company issued a press release disclosing the appointment of Mr. Newell to the Board of Directors of the Company, as discussed in Item 5.02, above. A copy of the press release is furnished herewith as Exhibit 99.1, and incorporated into this Item 7.01 by reference.
The information responsive to Item 7.01 of this Form 8-K and Exhibit 99.1 attached, 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 they 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.
This Current Report on Form 8-K, including the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K, contains forward-looking statements within the meaning of the securities laws, including the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. You can identify these forward-looking statements by words such as “may,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements, including, but not limited to those referenced in the press release. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Statement Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov and in the “NASDAQ:MEDS” — “SEC Filings” section of the Company’s website at https://investors.trxadegroup.com/nasdaq-meds/sec-filings, and specifically including the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, and subsequent periodic reports. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of TRxADE HEALTH, Inc., dated October 3, 2022 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website(s) is not part of or incorporated into this Form 8-K.
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 HEALTH, INC. | ||
| Date: October 3, 2022 | By: | /s/ Suren Ajjarapu |
| Name: | Suren Ajjarapu | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
TRxADE HEALTH, INC.
Taps
Advisory Board Member and Leading Pharmaceutical Industry
Expert, Mr. Jeff Newell, For its Board of Directors
TAMPA, FL – (October 3, 2022) – TRxADE HEALTH, INC. (NASDAQ: MEDS)(“TRxADE” or the “Company”), a health services IT company focused on digitalizing the retail pharmacy experience by optimizing drug procurement, the prescription journey and patient engagement in the U.S., announced today the appointment of Mr. Jeff Newell to the Company’s Board of Directors. Prior to his appointment to the Board of Directors, Mr. Newell served on the Company’s Advisory Board. Mr. Newell will serve as a strategic resource to TRxADE as it continues to develop its trade relationships in the industry.
“We are thrilled to move industry expert, Mr. Newell from our Advisory board to our Board of Directors, and look forward to working with him to build stockholder value,” said Suren Ajjarapu, Chairman of the Board, who continued, “We are committed to fostering long-term growth and we believe we have the leadership in place to achieve that goal. We also believe that the background and experience that Mr. Newell brings to TRxADE is going to be invaluable and expect to benefit from having access to Mr. Newell’s expertise. We are excited about this new relationship.”
“TRxADE is a leader in Pharmaceutical Trading platforms with innovative, market-leading technologies, and we believe that the Company is well-positioned to take advantage of multiple opportunities,” said Donald Fell, Chairman of TRxADE’s Nominating and Corporate Governance Committee, who continued, “As a Board Member, we anticipate Mr. Newell working with the other directors and the management team to enhance the value of the Company for all stockholders. We believe Mr. Newell’s record shows that his involvement on boards has often created meaningful value for all shareholders and we hope this will continue with TRxADE.”
Mr. Fell added, “Given Mr. Newell’s experience and deep knowledge in the retail Pharmaceutical distribution space, I believe that Mr. Newell will be an extremely valuable resource to the Board and Company going forward.”
About Jeff Newell:
Mr. Newell is an accomplished Chief Executive Officer who has over forty years of experience in the healthcare industry with a proven track record of growing profitable organizations through strategic initiatives and the development of high-performance teams. Mr. Newell is skilled in Operations, Patient Engagement, Compliance, Regulatory Affairs, Quality Measurement, Supply Chain, and Product Sourcing. Mr. Newell is a strong entrepreneurship professional with a Bachelor of Science (B.S.) focused in Pharmacy from Albany College of Pharmacy & Health Sciences. Mr. Newell has held various executive level positions including President & CEO for Newell Group, CEO of Pharmacy Quality Solutions, Vice President Pharmacy Administration & Head of Compliance of Sears Holding/Kmart Pharmacy, and Senior Vice President of Operations and Chief Compliance Officer of Millennium Pharmacy Systems. As part of his long career in healthcare and pharmacy, Mr. Newell was Director of Pharmacy Programs /Manager of Regulatory Affairs at CVS. Throughout his career, Mr. Newell has served on many National, State and Local Boards, within the Healthcare Industry.
Mr. Newell is retired and stays active within the industry through his consulting company. He consults with a select number of companies and individuals and leverages his expertise and vast network to drive improved performance.
About TRxADE HEALTH, Inc.
TRxADE HEALTH, Inc. (NASDAQ: MEDS) is a health services IT company focused on digitalizing the retail pharmacy experience by optimizing drug procurement, the prescription journey and patient engagement in the U.S. The Company operates the TRxADE drug procurement marketplace serving a total of 13,815+ members nationwide, fostering price transparency and under the Bonum Health brand, offering patient centric telehealth services and tele vet services. For more information on TRxADE Health, please visit the Company’s IR website at investors.trxadehealth.com.
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 the federal securities laws, including the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. In particular, when used in the preceding discussion, the words “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions are intended to identify forward-looking statements. Any statements made in this news release other than those of historical fact, about 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 than those expressed or implied in such statements. These risks include risks relating to agreements with third parties, including Wakefern Food Corp., Coborn’s and Galt Pharmaceuticals; our ability to raise funding in the future, and the availability and terms of such funding, including potential dilution caused thereby; our ability to continue as a going concern; the planned benefits, expected users of, and projected revenues of our venture with Exchange Health; amounts we owe and may owe to Exchange Health in connection with the arrangement with Exchange Health; security interests under certain of our credit arrangements; the fact that we are exploring strategic alternatives for our Bonum Health, Inc. subsidiary; our ability to maintain the listing of our common stock on the Nasdaq Capital Market, including our current non-compliance with the continued listing standards of the Nasdaq Capital Market; risks associated with our operations not being profitable; the commercial viability of new business lines, applications, products and technologies, and the costs of such items; the Company’s stock repurchase program; the adoption of the Company’s product offerings; claims relating to alleged violations of intellectual property rights of others; our ability to monetize our technological solutions; technical problems with our websites, apps and products; risks relating to implementing our acquisition strategies; challenges to the pharmaceutical supply chain posted by the COVID-19 pandemic and related matters; our ability to manage our growth; negative effects on our operations associated with the opioid pain medication health crisis; regulatory and licensing requirement risks; risks related to changes in the U.S. healthcare environment; the status of our information systems, facilities and distribution networks; risks associated with the operations of our more established competitors; regulatory changes; new competitors which may have more resources than we do; increases in direct to consumer sales of drugs; healthcare fraud; COVID-19, governmental responses thereto, economic downturns and increased inflation and possible recessions caused thereby; changes in laws or regulations relating to our operations; privacy laws; system errors; dependence on current management; our growth strategy; dilution which may be caused by future offerings; increased inflation and interest rates, including the increased costs of raising funding as a result thereof; supply chain issues caused by among other things, recessions and global conflicts; and others that are included from time to time in filings made by TRxADE with the Securities and Exchange Commission, including, but not limited to, in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections in its Form 10-Ks and Form 10-Qs and in its Form 8-Ks, which it has filed, and files from time to time, with the U.S. Securities and Exchange Commission (SEC), and our Annual Report on Form 10-K for the year ended December 31, 2021. These reports are available at www.sec.gov. Other unknown or unpredictable factors also could have material adverse effects on TRxADE’s future results and/or could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. TRxADE cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Investor Relations:
IR@trxade.com
Investors.trxadegroup.com