TRxADE HEALTH, Inc. Amends Definitive Merger Agreement with Superlatus, Inc.

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[{"type":"text","content":"NEW YORK, July 14, 2023 (GLOBE NEWSWIRE) -- TRxADE HEALTH, Inc. (NASDAQ: MEDS) (“TRxADE”), a pharmaceutical exchange platform provider, announced today that it entered into an amended and restated merger agreement with Superlatus, Inc. (“Superlatus”), a U.S.-based holding company of food products and distribution capabilities, which amends the terms of the original merger agreement entered into by the parties on June 30, 2023. As restated, upon closing of the merger, shareholders of Superlatus will receive an aggregate of 30,821,941 shares of MEDS stock at $7.30 per share, which will be comprised of (i) 136,441 shares of MEDS common stock, representing 19.99% of the total issued and outstanding MEDS common stock at the closing of the merger, and (ii) 306,855 shares of a new class of MEDS non-voting convertible preferred stock with a conversion ratio of 100 to one, multiplied by such shareholder’s pro rata percentage ownership. In addition, the amended and restated merger agreement provides that, effective one (1) business day immediately prior to the closing date (the “MEDS Rights Record Date”), TRxADE will issue to the shareholders of TRxADE as of the MEDS Rights Record Date, including the independent directors who are entitled to certain amount of MEDS common stock in connection with their 2023 annual compensation and regardless of whether the common stock has been issued or vest before the MEDS Rights Records Date (collectively, the “MEDS Rights Shareholders”), a non-transferrable right to receive one share of MEDS common stock at no cost (the “MEDS Rights”), with seven (7) MEDS Rights issued per share of common stock of TRxADE held as of the MEDS Rights Record Date. For a full description of the amended and restated merger agreement, please see TRxADE’s Current Report on Form 8-K filed today with the Securities and Exchange Commission (the “SEC”). 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 fo...

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