Full Press Release Details
Health Announces Pricing of $1.8 Million Registered Direct Offering
FL / ACCESSWIRE / October 4, 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., today announced that it has entered into a securities purchase agreement with a single institutional
investor to purchase approximately $1.8 million of its common stock (or pre-funded warrants in lieu thereof) in a registered direct offering
and warrants to purchase common stock in a concurrent private placement. The combined effective purchase price for one share of common
stock (or pre-funded warrant in lieu thereof) and associated warrants will be $1.15.
the terms of the securities purchase agreement, TRxADE has agreed to sell 1,521,740 shares of common stock (or pre-funded warrants in
lieu thereof). In a private placement, which will be consummated concurrently with the offering, TRxADE also has agreed to issue warrants
to purchase up to an aggregate of 2,663,045 shares of common stock. The warrants will be exercisable upon receipt of shareholder approval
of the offering, will expire 5 years from the date of such shareholder approval and will have an exercise price of $1.50 per share of
Group LLC is acting as the sole placement agent for the offering.
offering is expected to close on or about October 7, 2022, subject to the satisfaction of customary closing conditions.
shares of common stock and pre-funded warrants are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-266432)
previously filed and declared effective by the Securities and Exchange Commission (SEC). The offering of the shares of common stock and
pre-funded warrants will be made only by means of a prospectus supplement that forms a part of the registration statement. The warrants
issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and
have not been registered under the Act or applicable state securities laws.
press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction. A prospectus supplement relating to the shares of common stock and pre-funded warrants will be filed by TRxADE
with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying
prospectus, can be obtained at the SEC's website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022,
Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3745.
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.
on Forward-looking Statements
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 the closing of the offering, agreements with third parties, including Coborn's
and Galt Pharmaceuticals; 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; 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 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, increases in interest
rates and supply chain issues; 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 "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 more particularly
in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, 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.