SEC Form SC 13D/A filed by TRxADE HEALTH Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Includes Options to purchase 14,584 shares of common stock of the Issuer which have vested as of the date of this filing, and which vest in the next 60 days, as discussed below under Item 3.

This Amendment No. 2 (the “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on December 31, 2014, as amended by Amendment No. 1 thereto filed with the Commission on June 30, 2020 (as amended, the “Schedule 13D”), by Prashant Patel and Rina Patel, each a “Reporting Person” and collectively, the “Reporting Persons.” Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect, and the disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein.

Item 1. Security and Issuer

This Statement relates to the common stock, $0.00001 par value per share (the “Common Stock”), of TRxADE HEALTH, INC., a Delaware corporation (the “Issuer” or the “Company”). The principal executive offices of the Issuer are located at 2420 Brunello Trace Lutz, Florida 33558.

Item 2. Identity and Background

(a) This Statement is being filed by Prashant Patel and Rina Patel.

Prashant Patel (“Mr. Patel”) and Rina Patel (“Mrs. Patel”) are husband and wife.

(b) Mr. Patel’s business address is c/o TRxADE HEALTH, INC., 2420 Brunello Trace Lutz, Florida 33558.

Mrs. Patel’s residence address is 1202 Merry Water Dr, Lutz, FL 33548 .

(c) Mr. Patel’s principal business occupation is the President and member of the Board of Directors of the Issuer.

Mrs. Patel’s principal occupation is a clinical pharmacist.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Patel and Mrs. Patel are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and modified to include the following (which shall be in addition to the information previously included in the Schedule 13D):

On July 13, 2020 and July 14, 2020, Mr. Patel sold 500 and 7,000 shares of common stock of the Company in open market transactions with a weighted average price of $5.71 and $5.44 per share, respectively, pursuant to a 10b5-1 trading plan.

On December 14, 2020, Mr. Patel sold 7,500 shares of common stock of the Company in open market transactions with a weighted average price of $5.93 per share, pursuant to a 10b5-1 trading plan.

On April 19, 2021, Mr. Patel sold 7,500 shares of common stock of the Company in open market transactions with a weighted average price of $4.39 per share, pursuant to a 10b5-1 trading plan.

On September 1, 2022, Mr. Patel was issued 8,620 shares of Restricted Common Stock pursuant to the Issuer’s Amended and Restated 2019 Equity Incentive Plan, which are subject to forfeiture. The shares vest at the rate of 1/4 of the shares on September 30, 2022, October 31, 2022, November 30, 2022 and December 31, 2022, subject to Mr. Patel’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into by and between the Issuer and Mr. Patel.

Item 4. Purpose of the Transaction

The information set forth in Item 3 is hereby incorporated by reference into this Item 4.

The Reporting Persons acquired the securities for investment purposes. In the future, depending on general market and economic conditions affecting the Company and other relevant factors, the Reporting Persons may purchase additional securities of the Company or dispose of some or all of the securities they currently own from time to time in open market transactions, private transactions or otherwise. Additionally, Mr . Patel currently plans to purchase additional shares of common stock of the Company in open market transactions, from time to time, during open trading windows and subject to contractual lock-ups, when he believes the acquisitions represent attractive investment opportunities at then prices. Mr. Patel may also acquire additional shares of common stock under various employee benefit and compensation arrangements with the Company in the future.

Other than as discussed above, and except as may occur in the ordinary course of business of the Company, the Reporting Persons do not currently have any plans or proposals which relate to or would result in the following described:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except as discussed above and except that the Reporting Persons currently contemplate acquiring additional securities of the Issuer from time to time in open market or private purchases subject to market conditions and other factors;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above, except as discussed above.

However, Mr. Patel, in his capacity as a member of the Board and President may, from time to time, become aware of, initiate, and/or be involved in discussions that relate to the transactions described in this Item 4 and thus retains his right to modify his plans with respect to the transactions described in this Item 4 to acquire or dispose of securities of the Company and to formulate plans and proposals that could result in the occurrence of any such events, subject to applicable laws and regulations.

Item 5. Interest in Securities of the Issuer

(a) As of the close of business on October 18, 2022, the Reporting Persons beneficially own in aggregate 2,089,246 shares of Common Stock representing 22.4% of the 9,318,708 shares of the Company’s issued and outstanding Common Stock on such date as confirmed by the Company. As of the close of business on October 18, 2022, Mr. Patel beneficially owns an aggregate of 1,672,579 shares of Common Stock representing 18.0% of the shares of the Company’s issued and outstanding Common Stock on such date, including 400,000 shares held by the Patel Trust 2010, which trust Mr. Patel serves as Trustee of, and which shares he is deemed to beneficially own, and Options to purchase 14,584 shares of Common Stock which had vested to Mr. Patel, and which vest within 60 days of such date, and Ms. Patel beneficially owns an aggregate of 416,667 shares of Common Stock representing 4.5% of the shares of the Company’s issued and outstanding Common Stock on such date as confirmed by the Company.

(b) Mr. Patel has the sole power to vote or to direct the vote of 1,672,579 shares of Common Stock (including the 14,584 Options which have vested to date, and which vest in the next 60 days) and shared power to vote or direct the vote of 416,667 shares of Common Stock held by Mrs. Patel. Mrs. Patel has the sole power to vote or to direct the vote of no shares of Common Stock and shared power to vote or direct the vote of 416,667 shares of Common Stock.

(c) See Item 3, above.

(d) No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by the Reporting Persons.

(e) N/A.

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer

Except as set forth herein, as described below, and customary restricted stock award agreements evidencing Mr. Patel’s restricted stock which were granted by the Issuer, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

On October 4, 2022, in connection with the closing of a public offering of the Issuer, each of the directors and executive officers of the Company, including Mr. Patel, entered into a lock-up agreement pursuant to which he agreed not to sell or transfer any of the Company securities which he holds, subject to certain exceptions, during the 90-day period following the closing of the offering (which closed on October 4, 2022).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.