TRxADE HEALTH, Inc. (NasdaqCM:MEDS) entered into a binding letter of intent to acquire Superlatus, Inc. on June 22, 2023. TRxADE HEALTH, Inc. (NasdaqCM:MEDS) agreed to acquire Superlatus, Inc. on June 30, 2023.Under the terms of the LOI, upon closing of the Merger, shareholders of Superlatus will receive 30,821,918 shares of TRxADE, valued at $7.30 per share, and comprised of (i) shares of common stock of TRxADE representing 19.99% of the total issued and outstanding common stock of TRxADE after the closing of the Merger, and (ii) the remainder in shares of a new class of non-voting preferred stock of TRxADE, in each case multiplied by such shareholder?s pro rata percentage ownership. TRxADE HEALTH expects to announce additional details regarding the Merger when a definitive merger agreement is executed. The Board of Directors of both companies have unanimously approved the LOI. As of June 27, 2023, Superlatus, Inc. announced new appointments to the management team - Eugenio Bortone ? President and COO; Tim Alford as interim CEO. The Board of Directors of both companies have unanimously approved the LOI, and the Merger would be expected to close in late third quarter or early fourth quarter of 2023.

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 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. 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, customary bringdown of representations and warranties and covenants; receipt of any required regulatory approvals and expiration of any waiting periods under Hart-Scott-Rodino or other applicable antitrust laws; completion of any required stock exchange/swap and/or regulatory review by the SEC or the Nasdaq Exchange; completion of (or irrevocable commitments to complete) any required the Company financing transactions; completion of the MEDS private offering of Class B preferred stock for $2,500,000 which will convert after Closing (and vote by the board and shareholder of MEDS) convert into shares of Common Stock, which with the Closing Shares will represent []% of MEDS? total capitalization; if required, approval by MEDS? shareholders of the Merger Agreement, the Transaction, and related matters; and approval by the Company?s common stockholders of the Merger Agreement, the Transaction, and related matters.

The Transaction is based upon the following agreed valuations at Closing: MEDS? valuation will be $40 million. The valuation has been developed under the assumption that MEDS will have no cash or other assets and no liabilities at Closing beyond those held in Merger Sub for the benefit of MEDS stockholders. The Company?s valuation will be $225 million plus the gross proceeds of any Company Financing consummated in connection with the Closing. The pro forma equity split indicated will be adjusted for the difference between the Company Base Valuation and the valuation at which the Company Financing is completed. Immediately following the Closing, the Company will hire certain MEDS shareholders for 12 months to serve as advisors to assist with fundraising. The Company would be subject to a no-shop provision in the Merger Agreement, with an exception providing that if the Company receives an unsolicited bona fide acquisition proposal in advance of shareholder approval, then the Company may engage in negotiations with respect to that proposal, so long as the Company has determined in good faith that the proposal is, or would reasonably be expected to lead to or result in, a superior proposal. The Company may terminate the Merger Agreement to enter into a superior proposal. The Merger would be expected to close in late third quarter or early fourth quarter of 2023.

TRxADE HEALTH, Inc. (NasdaqCM:MEDS) entered into an Agreement and Plan of Merger to acquire Superlatus, Inc on June 30, 2023. The consideration includes an aggregate of 173,463 shares of the Company stock, which will be comprised of (i) 136,436 shares of common stock of the Company, representing 19.9% of the total issued and outstanding common stock of the Company after the consummation of the Merger (the ?Closing?) and (ii) 37,027 shares of Company?s Series B Preferred Stock, par value $0.00001 per share (the ?Series B Preferred Stock?), with a conversion ratio of 100 to one.

As on July 14, 2023, TRxADE HEALTH and Superlatus amended the agreement with respect to consideration terms, as per amended agreement, TRxADE HEALTH will issue an aggregate of 30,821,941 shares of MEDS stock at $7.30 per share, which will be comprised of (i) 136,441 shares of MEDS common stock, representing 19.99% of the total issued and outstanding MEDS common stock at the closing of the merger, and (ii) 306,855 shares of a new class of MEDS non-voting convertible preferred stock with a conversion ratio of 100 to one.

The Board of Directors of both companies have unanimously approved the Merger which is expected to close in late third quarter or early fourth quarter of 2023. Andy Tucker of Nelson Mullins Riley & Scarborough LLP acted as legal advisor to TRxADE HEALTH, Inc. Yosef Shwedel of GS2 Law PLLC acted as legal advisor to Superlatus.

TRxADE HEALTH, Inc. (NasdaqCM:MEDS) completed the acquisition of Superlatus, Inc. on July 31, 2023. On July 31, 2023, in connection with the Merger, the Board appointed Candice Beaumont as a director of the Board, effective as of July 31, 2023.