Item 2.02 Results of Operations and Financial Condition.
On July 25, 2022, TRxADE HEALTH, INC. (“TRxADE” or the “Company”) issued a press
release announcing it would hold a conference call and webcast at 5:00 p.m.
Eastern time on July 25, 2022, regarding its financial results for the three and
six months ended June 30, 2022.
As discussed above, the press release contained certain errors and on July 26,
2022, the Company filed a corrected version of the press release.
A copy of the press release as corrected is furnished as Exhibit 99.1 to this
Form 8-K and is incorporated into this Item 2.02 by reference.
The information contained in this Current Report (and included as exhibits
hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or 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 a filing.
TRxADE is making reference to non-GAAP financial information in both the press
release and the presentation, discussed below. A reconciliation of these
non-GAAP financial measures to the comparable GAAP financial measures is
contained in the attached press release and presentation.
Item 7.01 Regulation FD Disclosure.
The Company’s management plans to hold virtual roadshows and meetings with
current and prospective investors, funding sources, and others, and to attend
certain virtual conferences from time to time.
A copy of the presentation which the Company will use in connection with such
conferences, roadshows and meetings is being furnished as Exhibit 99.2 to this
Current Report on Form 8-K, and is incorporated by reference herein, and is also
available on the Company’s website at
website includes information the Company does not desire to incorporate by
reference into this report.
The information responsive to Item 7.01 of this Form 8-K and Exhibit 99.2,
attached hereto, shall not be deemed “filed” for purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended or the Exchange Act, except as expressly set forth by specific
reference in such a filing. The furnishing of this Report is not intended to
constitute a determination by the Company that the information is material or
that the dissemination of the information is required by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1** Corrected Press Release of TRxADE HEALTH, INC. dated July 26, 2022 (correcting July 25, 2022 Press Release) 99.2** Corrected TRxADE HEALTH, Inc. - Q2 2022 PowerPoint Presentation 104 Inline XBRL for the cover page of this Current Report on Form 8-K ** Furnished herewith.
The inclusion of any website address in this Form 8-K, and any exhibit thereto,
is intended to be an inactive textual reference only and not an active
hyperlink. The information contained in, or that can be accessed through, such
website is not part of or incorporated into this Form 8-K.
Forward Looking Statements
The press release attached hereto as Exhibit 99.1 and presentation attached
hereto as Exhibit 99.2, contain 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. You can identify these forward-looking statements by words such as “may,”
“should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and
other similar expressions. Forward-looking statements are not a guarantee of
performance and are subject to a number of risks and uncertainties, many of
which are difficult to predict and are beyond our control. These risks and
uncertainties should be carefully considered. We caution you not to place undue
reliance on the forward-looking statements, which involve known and unknown
risks, uncertainties and relate to the Company’s current expectations and are
subject to the limitations and qualifications set forth in the press release and
presentation as well as in the Company’s other filings with the Securities and
Exchange Commission. These statements also involve known and unknown risks,
which may cause the results of the Company, its divisions and concepts to be
materially different than those expressed or implied in such statements,
including those referenced in the press release. Accordingly, readers should not
place undue reliance on any forward-looking statements. Forward-looking
statements may include comments as to the Company’s beliefs and expectations as
to future financial performance, events and trends affecting its business and
are necessarily subject to uncertainties, many of which are outside the
Company’s control. More information on potential factors that could affect the
Company’s financial results is included from time to time in the “Cautionary
Statement Regarding Forward-Looking Statements,” “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” sections of the Company’s periodic and current filings with the SEC,
including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at
http://www.sec.gov and in the “NASDAQ:MEDS” – “SEC Filings” section of the Company’s
website at https://www.investors.trxadehealth.com, and specifically including
the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022
and its Annual Report on Form 10-K for the year ended December 31, 2021, and
subsequent periodic reports. Forward-looking statements speak only as of the
date they are made. The Company undertakes no obligation to publicly 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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