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
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 20, 2022, TRxADE HEALTH, Inc. (the “Company”, “we” and “us”) held a Special Meeting of Stockholders (the “Special Meeting”). Stockholders representing 5,571,990 shares of the Company’s common stock entitled to vote at the Special Meeting were present in person or by proxy representing 59.8% of the voting shares issued and outstanding on the record date of October 31, 2022, and constituting a quorum to conduct business at the Special Meeting. The following sets forth the matters that were voted upon by the Company’s stockholders at the Special Meeting and the voting results for such matters. These matters are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “Commission”) on November 9, 2022 (the “Proxy Statement”).
At the Special Meeting, stockholders approved the following proposals, which are set forth in their entirety below.
| 1. | Proposal No. 1: To approve the issuance of up to 2,663,045 shares of our common stock upon exercise of an outstanding common stock purchase warrant (the “Private Placement Warrants”), in accordance with the Nasdaq Listing Rules (the “Warrant Share Issuance Proposal”): |
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 5,557,740 | 11,610 | 2,640 | 0 | |||||||||||
Proposal No. 1 was approved by approximately 99.7% of the aggregate total of shares of common stock voted at the Special Meeting, and as such Proposal No. 1 was approved by the stockholders.
| 2. | Proposal No. 2: To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal to approve the Warrant Share Issuance Proposal: |
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 5,519,397 | 48,893 | 2,700 | 0 | |||||||||||
While Proposal No. 2 was approved, because Proposal No. 1 was also approved, the approval of Proposal No. 2 had no effect.
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: December 21, 2022 | By: | /s/ Suren Ajjarapu |
| Name: | Suren Ajjarapu | |
| Title: | Chief Executive Officer | |