Scienture Holdings, Inc 8-K, filed Mar 4, 2022
Scienture Holdings, Inc. (SCNX)
About this 8-K
Scienture Holdings, Inc filed this 8-K on March 4, 2022, reporting on events of March 1, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- 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
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of Earliest Event Reported):
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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 | ||
$0.00001 Par Value Per Share |
(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
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.
On March 1, 2022, TRxADE HEALTH, INC. (the “Company”, “we” and “our”), entered into an informal understanding with Masters Drug Company, Inc. and its affiliated companies (“Masters ”), which is owned by McKesson Pharmaceutical (“McKesson”), under which Masters agreed to extend up to $500,000 of monthly credit to the Company in connection with monthly pharmaceutical purchases from Masters (the “Monthly Credit”). The Company also entered into a Guaranty in favor of McKesson to guaranty the payment of the Monthly Credit, which includes customary terms, rights of McKesson and requirements for the guarantors to pay the costs and expenses of McKesson in enforcing the Guaranty. The Monthly Credit is paid to McKesson each month automatically, via an ACH debit from the Company’s bank account. Pursuant to Master’s terms and conditions, and in order to secure the payment of the Monthly Credit, we provided Masters a security interest in all of our right, title and interest in and to our personal property, whether now owned or after acquired, including, without limitation, all accounts, cash, chattel paper, deposit accounts, documents, equipment, general intangibles, goods, health care insurance receivables, instruments, inventory, investment property, letter-of-credit rights and promissory notes, together with all attachments, replacements, substitutions, additions and accessions, and all proceeds and products thereof and all books and records relating to any of the foregoing (collectively, the “Collateral”) and authorized Masters to file security interests securing the same. Past due amounts will accrue interest at the highest rate permitted by law. Masters has the right to change a payment term (including imposing cash payment upon delivery), to limit total credit and/or to suspend the provision of products or services to the Company if Masters concludes that there has been a material change to the Company’s financial condition or payment performance or the Company has ceased or is likely to cease to meet Masters’ credit requirements.
The foregoing description of the Guaranty and Terms and Conditions is only a summary and is not complete, and is qualified in its entirety by reference to the Guaranty and Terms and Conditions, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated into this Item 1.01 in their entirety by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K, including as it relates to the Monthly Credit, Guaranty and Terms and Conditions, is hereby incorporated by reference into this Item 2.03 in its entirety.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
Description | |
| 10.1* | Guaranty dated March 1, 2022, by TRxADE HEALTH, INC. in favor of McKesson Corporation | |
| 10.2*£ | Masters Drug Company, Inc. and its Affiliated Companies Terms and Conditions dated March 1, 2022, provided by Integra Pharma Solutions, LLC | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
* Filed herewith.
£ Certain information has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K, because disclosure of such information would constitute a clearly unwarranted invasion of personal privacy.
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: March 4, 2022 | By: | /s/ Suren Ajjarapu |
| Name: | Suren Ajjarapu | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
McKESSON
Guaranty
McKesson Corporation and its affiliates
THIS GUARANTY (this “Guaranty”), dated as of the date set forth below, is made by the entity listed on the signature page hereto (“Guarantor”) in favor of McKesson Corporation, a Delaware corporation, for itself and as agent for its affiliates, (collectively, “McKesson”).
WHEREAS, in order to induce McKesson to do business with:
| TRxADE HEALTH, Inc | , a | Delaware | Corporation | |
| (Name of Debtor) | (Debtor’s city and state of incorporation or formation) |
(Debtor’s type of organization (corp., LLC, LP, etc.)) |
(referred to herein as “Debtor”), including without limitation by extending credit to Debtor and making loans and other advances to Debtor, Guarantor has agreed to guaranty the obligations of Debtor to McKesson on the terms herein set forth.
WHEREAS, Guarantor hereby acknowledges that it will derive substantial benefits from McKesson’s business with, and loans and advances to, Debtor.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Guarantor hereby agrees as follows:
Guarantor absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt performance and payment when due, of all of Debtor’s present and future obligations to McKesson, whether direct or indirect, joint or several, absolute or contingent, secured or unsecured, matured or unmatured, existing on the date hereof or hereafter incurred, and whether originally contracted with McKesson or otherwise acquired by McKesson (collectively, the “Obligations”). This Guaranty is a continuing guaranty of payment and performance when due and not merely of collectability after judgment or other action against Debtor.
Guarantor agrees, without McKesson first having to proceed against Debtor or any security held by McKesson, (a) to pay on demand: (i) all sums due and to become due to McKesson from Debtor; (ii) all losses, costs, attorney’s fees or expenses which may be suffered by McKesson by reason of Debtor’s default on the Obligations; and (iii) any deficiency resulting from a sale of security held by McKesson even if the sale is made without notice to Guarantor and (b) to perform all Obligations. Guarantor’s obligations under this Guaranty are independent of and separate from the Obligations. Upon the occurrence and during the continuance of any default by Debtor, McKesson can sue Guarantor separately from Debtor, whether or not McKesson sues Debtor in such lawsuit and whether or not McKesson sues Debtor in a separate lawsuit. If McKesson proceeds with any course of action under this Guaranty or against Debtor, that choice shall not preclude McKesson from taking any other course of action.
This Guaranty shall not be affected by the termination or change in the relationship between Guarantor and Debtor. Guarantor assumes all responsibility for keeping informed of: (a) Debtor’s financial condition and assets; (b) all other circumstances bearing upon the risk of nonpayment of the Obligations; and (c) the nature, scope and extent of the risks which Guarantor assumes and incurs under this Guaranty. Guarantor agrees that McKesson shall have no duty to advise Guarantor of information known to McKesson regarding such circumstances or risks. Guarantor agrees that its obligations under this Guaranty shall not be discharged as a result of, or otherwise affected by, any invalidity or unenforceability against Debtor of the Obligations for any reason, or the insufficiency, invalidity, unenforceability or failure of perfection of, any security for the Obligations. Guarantor waives notice of McKesson’s acceptance of this Guaranty and of presentment, demand, protest and notice of non-payment or protest as to any note or obligation signed, accepted, endorsed or assigned to McKesson by Debtor. Guarantor also waives any other demands and notices required by law. Guarantor also waives all set-offs, counterclaims and rights of recoupment. To the fullest extent permitted by law, Guarantor also waives any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and defenses which are or may become available to Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433.
McKesson may at any time, without Guarantor’s consent, without notice to Guarantor and without affecting or impairing Guarantor’s obligations under this Guaranty, do any of the following: (a) renew, modify (including any increase or decrease in the rate of interest), or extend any Obligations, any obligations of any other guarantor of the Obligations, of any person or entity whose property serves as collateral for any of the Obligations, or of any other party at any time directly or contingently liable for any of the Obligations; (b) enter into additional extensions of credit to Debtor; (c) accept partial payments of the Obligations; (d) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate any of the Obligations and the security therefor in any manner; (e) consent to the transfer of security; or (f) bid and purchase at any sale of security.
If at any time performance and payment of any of the Obligations is rescinded or reduced in amount, or if McKesson must return any payments received from Debtor, this Guaranty shall be reinstated for the amount so reduced or returned. Guarantor agrees to, upon request from McKesson, deliver financial statements prepared by its accountants in accordance with generally accepted accounting principles on a basis consistently applied for the most recent fiscal quarter or year-end, to the extent not previously provided.
This Guaranty constitutes the complete understanding between McKesson and Guarantor with respect to the subject matter hereof. This Guaranty may be modified only in writing signed by the party against whom the modification is sought to be enforced. To be binding against McKesson, any modification must be signed by McKesson’s Vice President-Credit or a higher officer.
Guarantor represents that this Guaranty has been duly authorized by all necessary corporate action and that its delivery to McKesson does not violate any contracts binding upon Guarantor. This Guaranty shall bind Guarantor’s successors and assigns, and shall inure to McKesson’s successors and assigns. Guarantor waives notice of any assignment of this Guaranty by McKesson. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of California, without regard to principles of conflicts of law that would result in the application of the laws of another jurisdiction.
Guarantor agrees to pay on demand all of McKesson’s losses, liabilities, costs and expenses, and the fees and disbursements of McKesson’s counsel (including allocated costs of internal counsel) in connection with: (a) the enforcement or attempted enforcement, or preservation of any rights or interests under this Guaranty; and (b) any out-of-court workout or other refinancing or restructuring or any bankruptcy case concerning Debtor or Guarantor.
Guarantor waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under this Guaranty or any related agreement or under any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection with this Guaranty, and agrees that any such action or proceeding will be tried before a court and not before a jury. Guarantor agrees not to assert any claim against McKesson on any theory of liability for special, indirect, consequential, incidental or punitive damages.
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and delivered by its authorized officer.
| Guarantor’s Legal Name TRxADE HEALTH, Inc___ | Guarantor’s Type of Organization Corporation____ | |
| Corporate Address 2420 Brunello Trace__________ | City Lutz_____ State __FL_______Zip _33558____ | |
| By _/s/Suren Ajjarapu__________________________ | Print Name _Suren Ajjarapu__________________ | |
| Title _______________________________________ | Date ____3/1/22____________________________ | |
| Witness ____________________________________ | ||
| Print Name __________________________________ |
Exhibit 10.2
Masters Drug Company, Inc. and its Affiliated Companies (collectively referred to as “Masters”)
TERMS AND CONDITIONS
(Please print in block letters)
CD03-P V.07-18
|
Legal Company Name: Integra Pharma Solutions, LLC Address: 2420 Brunello Trace |
Customer DBA Name: City: Lutz State: FL Zip: 33558 |
CUSTOMER SET UP & AUTHORIZATION FOR AUTOMATED CLEARING HOUSE (“ACH”) CREDITS AND DEBITS (electronic payment)
|
Bank Name: Truist Bank Address:_PO Box 305183 City: Nashville State: TN Zip: 37230 Statement-delivery preference: Check ONE: ☒ Email ☐ Fax Authorized Contact Name: Christy Justi Email: XXXXXXXXXXXXXXXX
|
Bank Transit ABA#: XXXXXXXXXXXXXXXX Bank Account #: XXXXXXXXXXXXXXXX Bank Phone Number: 727-373-0367
Phone: 727-202-4217 Fax: 877-258-1367 Alternate Contact Name/Phone: XXXXXXXXXXXXXXXX |
**************** IMPORTANT: Please attach a copy of a voided check ***************
Customer authorizes Masters Drug Company, Inc., a Delaware Corporation, for itself and as collection agent for any of its affiliates (collectively “Masters”), to initiate ACH credit and debit entries to/from Customer’s business account indicated above for amounts owed on invoices or statements that are provided to Customer and Customer hereby authorizes the financial institution named above (the “Institution”), to accept the ACH credit and debit entries. Authority to initiate ACH credit and debit entries shall remain in full force and effect until Masters’ Credit Department has received written notice from Customer 30 days in advance of its termination of such authorization. Customer understands that Customer has the legal right to stop payment of an ACH credit or debit entry by notification to Institution; provided, prior to such action, Customer shall give Masters 30 days written notice to permit Masters to take any necessary actions to avoid disruptions in payments from
Customer. Customer agrees to follow NACHA rules applicable to ACH transactions. Customer agrees to pay for all purchases, services, fees and other charges incurred by Customer, any employee or other agent (whether acting under authority of the Customer or otherwise) on any account of Customer, including service charges on past due amounts at the highest rate permitted by law (including purchases shipped and/or billed or services provided to a third-party agent on behalf of Customer). Customer agrees to pay all reasonable attorney fees and expenses or costs incurred by Masters in enforcing its rights to collect amounts due from Customer. Without limiting Masters’ other legal rights, Masters may exercise a right of set-off against amounts due Customer from Masters. Masters reserves the right, in its sole discretion, to change a payment term (including imposing cash payment upon delivery), to limit total credit and/or to suspend or discontinue the shipment of any orders or the providing of any service, software, support or implementations to Customer if Masters concludes that (I) there has been a material change in the Customer’s financial condition or payment performance or (II) Customer has ceased or is likely to cease to meet Masters’ credit requirements.
| /s/ Suren Ajjarapu | CEO | 3/1/22 | ||||
| AUTHORIZED SIGNATURE | Print Name | Title | Date |
(By signing, I represent that I have sufficient authority to execute this application on behalf of the applicant and bind the applicant to the terms hereof)
Security Interest: In order to secure timely and full payment and performance of all present and future obligations of Customer to Masters Drug Company, Inc. and any of its affiliates (collectively referred to as “Masters”) (all collectively referred to as the “Obligations”), including, without limitation, all promissory notes, direct loans or sales on credit, Customer hereby grants to McKesson Corporation for itself and as collateral agent, for the benefit of Masters, a security interest in all of Customer’s right, title and interest in and to its personal property, whether now owned or hereafter acquired, including, without limitation, all Accounts, Cash, Chattel Paper, Deposit Accounts, Documents, Equipment, General Intangibles, Goods, Health Care Insurance Receivables, Instruments, Inventory, Investment Property, Letter-of-Credit Rights and promissory notes, together with all attachments, replacements, substitutions, additions and accessions, and all Proceeds and products thereof and all books and records relating to any of the foregoing (collectively, the “Collateral”). Capitalized terms used herein that constitute Collateral shall have the meanings given to such terms under the California Uniform Commercial Code. All items of Collateral shall remain personal property and not become part of any real estate regardless of the manner of affixation. The security interest granted hereby shall be deemed to constitute a purchase money security interest in any and all Collateral (including, without limitation, all Goods, Inventory and Equipment) purchased by Customer either directly from Masters (thereby securing payment of the purchase price) or from a third party using proceeds of loans or advances made by Masters (thereby securing repayment of such loans or advances). Customer authorizes Masters to send notices to any other persons claiming a security interest in any of the Collateral. By its signature below, Customer acknowledges that McKesson Corporation shall file a UCC-1 financing statement with the applicable state agency in order to perfect the security interest granted hereby.
| /s/ Suren Ajjarapu | CEO | 3/1/22 | ||||
| AUTHORIZED SIGNATURE | Print Name | Title | Date |
(By signing, I represent that I have sufficient authority to execute this application on behalf of the applicant and bind the applicant to the terms hereof)
Guaranty: The undersigned (individually or collectively, the “Guarantor”) hereby jointly and severally guarantees to Masters Drug Company, Inc. and its affiliates (collectively referred to as “Masters”) that Customer will fully and promptly perform and pay all its present and future obligations to Masters, whether direct or indirect, joint or several, absolute or contingent, secured or unsecured, matured or unmatured, and whether originally contracted with Masters or otherwise acquired by Masters. This guaranty applies to all of Customer's obligations to Masters, even if such obligations are invalid or unenforceable against Customer for any reason and even if any security for such obligations is insufficient, invalid, unenforceable or not perfected. This guaranty is an absolute and unconditional guaranty of payment. It is a continuing guaranty and covers any future extensions of credit by Masters to Customer. This guaranty is a guaranty of payment when due and not merely of collectability after judgment or other action against Customer.
Masters may at any time, without Guarantor’s consent, without notice to Guarantor and without affecting or impairing Guarantor’s obligations under this guaranty, do any of the following: (I) renew, modify (including any increase or decrease in the rate of interest), or extend any obligations of Customer, of co-guarantors (whether hereunder or under a separate agreement) or of any other party at any time directly or contingently liable for the payment of any of Customer’s obligations; (II) enter into additional extensions of credit to Customer; (III) accept partial payments of Customer's obligations; (IV) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate any of Customer’s obligations and the security therefore in any manner; (V) consent to the transfer of security; or (VI) bid and purchase at any sale of security. Guarantor agrees, without Masters first having to proceed against Customer or any security held by Masters, to pay on demand (I) all sums due and to become due to Masters from Customer and (II) all losses, costs, attorney's fees or expenses which may be suffered by Masters by reason of Customer's default on its obligations or Guarantor’s default under this guaranty. Guarantor agrees to pay on demand any deficiency resulting from a sale of security held by Masters even if the sale is made without notice to Guarantor. Guarantor’s obligations under this guaranty are independent of and separate from the obligations of Customer. Upon the occurrence and during the continuance of any default by Customer, Masters can sue any Guarantor separately from Customer, whether or not Masters sues Customer in such lawsuit and whether or not Masters sues Customer in a separate lawsuit. If Masters elects to proceed with any course of action under this guaranty or against Customer, that election shall not preclude Masters from taking any other course of action. This guaranty shall not be affected by any termination or change in the relationship between Guarantor and Customer. Guarantor assumes all responsibility for keeping informed of (I) Customer's financial condition and assets, (II) all other circumstances bearing upon the risk of nonpayment of Customer's obligations to Masters and (III) the nature, scope and extent of the risks which Guarantor assumes and incurs under this guaranty. Guarantor agrees that Masters shall have no duty to advise Guarantor of information known to Masters regarding such circumstances or risks. Guarantor waives (I) notice of Masters’ acceptance of this guaranty, (II) presentment, demand, protest and notice of non-payment or protest as to any note or obligation signed, accepted, endorsed or assigned to Masters by Customer, (III) any other demands and notices required by law and (IV) all set-offs and counterclaims.
Name (Guarantor 1): TRxADE HEALTH, Inc Home Address: 2420 Brunello Trace City: Lutz State: FL Zip: 33558
Guarantor
1 Signature: Date: 3/1/22 Last
4 digit SSN: XXXX
(This section must be signed by
an owner/principal)
Name (Guarantor 2): Home Address: City: State: Zip:
Guarantor 2 Signature: Date: Last 4 digit SSN:
(This section must be signed by an owner/principal)