TRxADE HEALTH, Inc. Announces Closing of Acquisition of Superlatus, Inc.

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[{"type":"text","content":"NEW YORK, July 31, 2023 (GLOBE NEWSWIRE) -- TRxADE HEALTH, Inc. (NASDAQ: MEDS) (“TRxADE”), a pharmaceutical exchange platform provider, today announced the closing of the previously announced acquisition of Superlatus, Inc. (“Superlatus”), a U.S.-based holding company of food products and distribution capabilities (the “Merger”). Under the terms of the amended and restated agreement and plan of merger, shareholders of Superlatus received (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. On July 28, 2023, TRxADE issued to the shareholders of TRxADE as of that 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 vested before July 28, 2023 (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 July 28, 2023, conditioned upon their execution of a registration rights agreement. The MEDS Rights are not actionable or transferable until registration; provided they become transferable one year after the date of the merger if no registration has occurred. After the closing of the Merger, TRxADE had regained compliance with the $2,500,000 minimum stockholders’ equity requirement set forth in the Nasdaq’s listing rule 5550(b)(1). For a full description of the merger transaction, 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 managemen...

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