Scienture Holdings, Inc 8-K, filed Jun 23, 2023
Scienture Holdings, Inc. (SCNX)
About this 8-K
Scienture Holdings, Inc filed this 8-K on June 23, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On June 22, 2023, TRxADE HEALTH, Inc. (the “Company”) entered into a binding letter of intent (“LOI”) for a merger (the “Merger”) with Superlatus, Inc., a U.S.-based holding company of food products and distribution capabilities (“Superlatus”).
On June 23, 2023, the Company and Superlatus entered into an amendment (the “Amendment to Acquisition Letter”) to the LOI to correct the number of shares to be received by Superlatus shareholders upon closing of the Merger. The LOI remains unmodified in all other respects and is in full force and effect and binding on the parties in accordance with its terms.
Under the terms of the LOI, as amended by the Amendment to Acquisition Letter, upon closing of the Merger, shareholders of Superlatus will receive 3,839,176 shares of the Company, valued at $58.61 per share, and comprised of (i) shares of common stock of the Company representing 19.99% of the total issued and outstanding common stock of the Company after the closing of the Merger, and (ii) the remainder in shares of a new class of non-voting preferred stock of Company, in each case multiplied by such shareholder’s pro rata percentage ownership. The Company expects to announce additional details regarding the Merger when a definitive merger agreement is executed.
The signing of a definitive merger agreement with Superlatus is subject to customary conditions including without limitation: (i) within 45 calendar days of the date of the LOI, completion of Superlatus’ acquisition of the equity of Sapentia, Inc., and Prestige Farms (as acquired and together with the Company, the “Combined Targets”); (ii) completion of due diligence of the Combined Targets including business, legal, tax, and financial (including, in each case, details of ongoing legal cases or litigation); (iii) completion of a valuation report for the Combined Targets from a competent, independent third party selected by the board of the Company, reflecting a value for the Combined Targets of at least $225 million; (iv) delivery of audited financials for 2021 and 2022 and the unaudited financials for the partial 2023 year, in each case to comply with Public Company Accounting Oversight Board audit standards; (v) as of the date of signing of the definitive merger agreement, Combined Targets are on pace to meet financial projections provided by the Superlatus to the Company prior to the date of the LOI; and (vi) following the date of the LOI, no occurrence of a material adverse effect on the Combined Targets.
The completion of the Merger is subject to customary closing conditions including completion of due diligence, delivery of audited financials, approval of a continued listing by Nasdaq, and completion of any regulatory approvals.
The LOI can be terminated: (i) by the mutual written agreement of the Company and Superlatus; (ii) by the Company at any time and at its sole discretion; (iii) by Superlatus a at 5:00 p.m., New York Time, at the end of the 60- days due diligence period; or (iv) upon execution and delivery of a definitive merger agreement and other documents.
The LOI and the Amendment to Acquisition Letter are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the LOI and the Amendment to Acquisition Letter are qualified in their entirety by reference to such exhibits.
Item 7.01. Regulation FD Disclosure.
On June 23, 2023, the Company issued a press release announcing that it entered into the LOI for the Merger, which was filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on June 23, 2023. On June 23, 2023, the Company issued a new press release (the “Updated Press Release”) to update the number of shares to be received by Superlatus shareholders upon closing of the Merger.
A copy of the Updated Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description of Exhibit | |
| 10.1* | Binding Letter of Intent, dated June 22, 2023 by and between TRxADE Health, Inc. and Superlatus, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 23, 2023) | |
| 10.2 | Amendment to Acquisition Letter, dated June 23, 2023 by and between TRxADE Health, Inc. and Superlatus, Inc. | |
| 99.1 | Updated Press Release of TRxADE Health, Inc. dated June 23, 2023 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
* Previously filed.
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. | ||
| By: | /s/ Suren Ajjarapu | |
| Name: | Suren Ajjarapu | |
| Title: | Chief Executive Officer | |
| Dated: June 23, 2023 | ||
Exhibit 10.2
CONFIDENTIAL
June 23, 2023
Superlatus,
Inc.
445 Park Avenue
New York NY 10022
Attention: Timothy Alford
| Re: | Amendment to Acquisition Letter |
Dear Mr. Bakhshi:
Reference is made to that certain Acquisition Letter, dated as of June 22, 2023 (the “Original Agreement”), between Superlatus Foods, Inc. (the “Company”) and TRxADE Health, Inc., a Delaware corporation (“MEDS” together with the Company, the “Parties” and, each, a “Party”).
By executing this letter agreement (the “Amendment”), the Parties agree as follows:
| 1. | Amendment. |
| a. | The section entitled “Consideration in Exhibit A to the Original Agreement is hereby amended by deleting that section and replacing it with the following: |
| Consideration | At Closing, shareholders of the Company will receive a total of 3,839,1761 shares of MEDS comprised of (i) common shares in an amount representing 19.99% of the total issued and outstanding common stock of MEDS after Closing, and (ii) the remainder in shares of a new class of MEDS non-voting preferred stock, in each case multiplied by such shareholder’s pro rata percentage ownership.
Derivative securities and other outstanding rights to acquire the Company’s securities, if any, would be replaced with appropriate adjustments, unless otherwise converted by their terms in the Closing. |
| 2. | Miscellaneous. |
| a. | Full Force and Effect; References to Original Agreement. Except only as expressly modified in this Amendment, the Original Agreement remains unmodified and is in full force and effect and binding upon the Parties in accordance with its terms. Except as expressly provided hereby, all of the representations, warranties, covenants, terms and conditions of the Original Agreement are unaffected by this Amendment and shall continue to be, and remain, in full force and effect in accordance with their respective terms as if fully restated herein. this Amendment shall inure to the benefit of and be binding upon the undersigned Parties and their respective legal representatives, successors and assigns. All references to “this Acquisition Letter” in the Original Agreement shall be deemed to refer to the Original Agreement, as amended by this Amendment. | |
b.
| Counterparts. This Amendment may be executed in counterparts, each of which shall be an original for all purposes and all of which counterparts taken together shall constitute one and the same agreement. Signatures to this Amendment executed and/or transmitted by electronic means shall be valid and effective to bind the Party so signing. | |
| c. | Governing Law. This Amendment and the rights and obligations of the Parties hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of Delaware. | |
| d. | Definitions. Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Original Agreement. | |
| e. | Entire Agreement. The Original Agreement, as amended by this Amendment contain the entire agreement of the Parties and supersede all prior conversations, discussions and agreements relating to the subject matter of this Amendment. |
[Signatures follow.]
1 Company Base Valuation at $58.61 per share.
| 1 |
Please acknowledge your acceptance of and agreement to the foregoing by signing and returning to the undersigned as soon as possible a counterpart of this Acquisition Letter.
| Sincerely, | ||
| TRxADE Health, Inc. | ||
| By: | /s/ Suren Ajjarapu | |
| Name: | Suren Ajjarapu | |
| Title: | Chairman/Chief Executive Officer |
| Accepted and agreed as of the date hereof: | ||
|
Superlatus, Inc. |
||
| By: | /s/ Timothy Alford | |
| Name: | Timothy Alford | |
| Title: | Chief Commercialization Officer | |
| 2 |
Exhibit 99.1
TRxADE HEALTH, Inc. Issues Correction to Press Release Announcing its Anticipated Combination with Superlatus, Inc. (Correction Notice)
NEW YORK, June 23, 2023 – TRxADE HEALTH, Inc. (NASDAQ:MEDS) (“TRxADE”), a pharmaceutical exchange platform, today announced a correction to its press release issued on Friday, June 23, 2023, 8:05 U.S. Eastern Time, entitled “Superlatus, Inc. to Combine with TRxADE HEALTH, Inc., to Create a Global Food Consolidation Platform” (the “Prior Press Release”).
On June 22, 2023, Superlatus, Inc. (“Superlatus”) signed a binding letter of intent (the “LOI”) to be acquired by TRxADE (the “Merger”). The number of shares that Superlatus will receive upon the closing of the Merger was miscalculated due to an error in the valuation of TRxADE. TRxADE and Superlatus have subsequently amended the LOI to reflect the correct number of shares, and TRxADE is issuing this correction notice to correct the error in the Prior Press Release.
The corrected statement is as follows:
Upon closing of the Merger, shareholders of Superlatus will receive 3,839,176 shares of MEDS, valued at $58.61 per share, and comprised of (i) common shares in an amount representing 19.99% of the total issued and outstanding stock of MEDS after Closing, and (ii) the remainder in shares of a new class of MEDS non-voting preferred stock, in each case multiplied by such shareholder’s pro rata percentage ownership.
About Superlatus, Inc.
Superlatus is a diversified food technology company with distribution capabilities. We scale food innovation and transformational change to our food systems to optimize food security and population health via innovative CPG products, agritech, foodtech, plant-based proteins and alt-proteins. We provide industry-leading processing and forming technologies that create high nutrition, high taste, and textured foods. Our management team consists of world-class food executives with an unparalleled understanding of technology and taste. For more information on Superlatus, please visit Superlatus’ website at https://www.superlatusfoods.com.
About TRxADE HEALTH, INC.
TRxADE HEALTH (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 approximately 14,500+ members nationwide, fostering price transparency and under the Bonum Health brand, offering patient centric telehealth services. For more information on TRxADE HEALTH, please visit the Company’s IR website at investors.trxadegroup.com.
Forward-Looking Statements
This press release contains certain statements that may be deemed to be “forward-looking statements” within the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. These risks include risks relating to agreements with third parties; our ability to raise funding in the future, as needed, and the terms of such funding, including potential dilution caused thereby; our ability to continue as a going concern; security interests under certain of our credit arrangements; our ability to maintain the listing of our common stock on the Nasdaq Capital Market; claims relating to alleged violations of intellectual property rights of others; risks that one or more conditions to closing of the Merger may not be satisfied within the expected timeframe or at all or that the closing of the proposed Merger will not occur; the outcome of any current legal proceedings or future legal proceedings that may be instituted against the parties or others, including proceedings related to the Merger documents; the occurrence of any event, change or other circumstance or condition that could give rise to the termination or abandonment of the Merger; unanticipated difficulties or expenditures relating to the proposed Merger; potential difficulties in employee retention as a result of the announcement and pendency of the proposed Merger; whether the combined business of TRxADE and Superlatus will be successful; and those risks detailed in TRxADE’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. The TRxADE undertakes no obligation to 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.
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