MEDS TRxADE Health Inc

Item 1.01 Entry into a Material Definitive Agreement.

On June 22, 2023, TRxADE HEALTH, INC. (the “Company”) entered into a binding letter of intent (“LOI”) for a merger (the “Merger”) with Superlatus, Inc., a U.S.-based holding company of food products and distribution capabilities (“Superlatus”).

Under the terms of the LOI, upon closing of the Merger, shareholders of Superlatus will receive 30,821,918 shares of the Company, valued at $7.30 per share, and comprised of (i) shares of common stock of the Company representing 19.99% of the total issued and outstanding common stock of the Company after the closing of the Merger, and (ii) the remainder in shares of a new class of non-voting preferred stock of Company, in each case multiplied by such shareholder’s pro rata percentage ownership. The Company expects to announce additional details regarding the Merger when a definitive merger agreement is executed.

The signing of a definitive merger agreement with Superlatus is subject to customary conditions including without limitation: (i) within 45 calendar days of the date of the LOI, completion of Superlatus’ acquisition of the equity of Sapentia, Inc., and Prestige Farms (as acquired and together with the Company, the “Combined Targets”); (ii) completion of due diligence of the Combined Targets including business, legal, tax, and financial (including, in each case, details of ongoing legal cases or litigation); (iii) completion of a valuation report for the Combined Targets from a competent, independent third party selected by the board of the Company, reflecting a value for the Combined Targets of at least $225 million; (iv) delivery of audited financials for 2021 and 2022 and the unaudited financials for the partial 2023 year, in each case to comply with Public Company Accounting Oversight Board audit standards; (v) as of the date of signing of the definitive merger agreement, Combined Targets are on pace to meet financial projections provided by the Superlatus to the Company prior to the date of the LOI; and (vi) following the date of the LOI, no occurrence of a material adverse effect on the Combined Targets.

The completion of the Merger is subject to customary closing conditions including completion of due diligence, delivery of audited financials, approval of a continued listing by Nasdaq, and completion of any regulatory approvals.

The LOI can be terminated: (i) by the mutual written agreement of the Company and Superlatus; (ii) by the Company at any time and at its sole discretion; (iii) by Superlatus a at 5:00 p.m., New York Time, at the end of the 60- days due diligence period; or (iv) upon execution and delivery of a definitive merger agreement and other documents.