Item 1.01 Entry into a Material Definitive Agreement.
On
(1) a Membership Interest Purchase Agreement with
(2) a Membership Interest Purchase Agreement with Wood Sage and the Company's
wholly-owned subsidiary,
Pursuant to the Sale Agreements, we agreed to sell and Wood Sage agreed to
purchase, 100% of the outstanding membership interests of Alliance and CSP in
consideration for
CSP is a licensed retail pharmacy that was founded in 2010. Alliance, a.k.a. DelivMeds, was established in 2018 as a digital option to traditional prescription delivery.
The Sale Agreements include substantially similar terms, including representations and warranties and covenants of the parties customary for a transaction of this nature and size. The Sale Agreements also provide for indemnification rights of Wood Sage with respect to, among other things, breaches of representations, warranties or covenants by the Company and liabilities which are excluded from the purchase, subject to certain limitations, caps and minimum thresholds.
The Sale Agreements are each subject to customary termination rights of the parties, including, but not limited to, with the mutual consent of the parties; or following a breach by any party of any representations, warranties, or covenants set forth in the applicable Sale Agreement.
The closing of the transactions contemplated by the Sale Agreements is subject to the satisfaction of certain customary closing conditions including the absence of pending or threatened litigation seeking to enjoin the transactions contemplated by the applicable Sale Agreement; the accuracy of the representations and warranties of each party; Wood Sage's delivery of the applicable closing payments; and the compliance by each party with its covenants of the applicable Sale Agreement, in all material respects.
Neither Sale Agreement is conditioned upon the closing of the other. The
transactions contemplated by the Sale Agreements are currently expected to occur
on
The Sale Agreements represent the culmination of the Company's evaluation of
strategic alternatives for Alliance and CSP, which began during the three months
ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1* Membership Interest Purchase Agreement datedJanuary 20, 2023 , by and amongAlliance Pharma Solutions, LLC ,Wood Sage, LLC , as buyer, andTRxADE HEALTH, Inc. , as seller 10.2* Membership Interest Purchase Agreement datedJanuary 20, 2023 , by and amongCommunity Specialty Pharmacy, LLC ,Wood Sage, LLC , as buyer, andTRxADE HEALTH, Inc. , as seller 104 Inline XBRL for the cover page of this Current Report on Form 8-K
* Filed herewith. Certain schedules and exhibits have been omitted from this
filing pursuant to Item 601(a) (5) of the Regulation S-K.
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