MEDS / TRxADE HEALTH, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

SCIENTURE HOLDINGS, INC. SCIENTURE HOLDINGS, INC. 2,097,317 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333- 289824 PROSPECTUS SCIENTURE HOLDINGS, INC. SCIENTURE HOLDINGS, INC. 2,097,317 Shares of Common Stock This prospectus relates to the resale from time to time of up to 2,097,317 shares of Scienture Holdings, Inc. (the “Company,” “we,” “our,” and “us”) common stock, par value $0.00001 per share (“Common Stock”), by the selling stockholders identi

As filed with the Securities and Exchange Commission on August 22, 2025.

As filed with the Securities and Exchange Commission on August 22, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Scienture Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 46-3673928 (State or other jurisdiction of (I.R.S. Employer incorporation or or

CONSULTING AGREEMENT

Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into as of this 25th day of July, 2024, between TRxADE HEALTH, INC., a Delaware corporation (as the name may be changed in accordance with the provisions of the DGCL, the “Company”) and Surendra K. Ajjarapu (“Consultant”). The Company and Consultant are referred to herein individually as a “Party,” o

Calculation of Filing Fee Table Form S-3 (Form Type) SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) SCIENTURE HOLDINGS, INC.

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 13, 2025, between Scienture Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditio

Commack, NY, Aug. 14, 2025 (GLOBE NEWSWIRE) —

Exhibit 99.1 Commack, NY, Aug. 14, 2025 (GLOBE NEWSWIRE) — Scienture Holdings, Inc. (Nasdaq: SCNX) (“Scienture” or the “Company”), a holding company for existing and planned pharmaceutical operating companies focused on providing enhanced value to patients, physicians and caregivers through developing, bringing to market, and distributing novel specialty products to satisfy unmet market needs, tod

As confidentially submitted to the Securities and Exchange Commission on August 14, 2025. This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information contained herein remains strictly

As confidentially submitted to the Securities and Exchange Commission on August 14, 2025.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 SCIENTURE HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction (Commission (I.R.S. Employe

PLACEMENT AGENCY AGREEMENT

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT August 13, 2025 Dr. Narasimhan Mani President & Co-Chief Executive Office Scienture Holdings, Inc. 20 Austin Blvd. Commack, NY 11725 Dear Dr. Mani: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Scienture Holdings, Inc., a Delaware corporation (collectively with its owned or controlle

3,225,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-289198 Prospectus Supplement (To Prospectus dated August 8, 2025) 3,225,000 Shares of Common Stock We are offering in a registered direct offering 3,225,000 shares of our common stock, par value $0.00001 per share (the “common stock”) to investors pursuant to this prospectus supplement and accompanying base prospectus and a securities purchase

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39199 Scienture Holdings, Inc. (Exact name of regi

Form of Common Stock Purchase Agreement by and between Scienture Holdings, Inc. and the investors named therein.

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is made and entered into as of July 2025, by and between SCIENTURE HOLDINGS, INC., a Delaware corporation with its principal (the “Company”) and the investors listed on Schedule A hereto (each, an “Investor”). WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company des

As filed with the Securities and Exchange Commission on August 1, 2025.

As filed with the Securities and Exchange Commission on August 1, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Scienture Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 46-3673928 (State or other jurisdiction of (I.R.S. Employer incorporation or org

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Scienture Holdings, Inc.

Form of Indenture for Debt Securities

Exhibit 4.5 SCIENTURE HOLDINGS, INC. INDENTURE Dated as of , 20 DEBT SECURITIES Trustee INDENTURE dated as of , 20 , among Scienture Holdings, Inc. a Delaware corporation (the “Company”), and , as trustee (the “Trustee”). WITNESSETH: WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes, bonds or other evidences of in

Scienture Holdings, Inc. Obtains $1.2 Million in Bridge Funding

Exhibit 99.1 Scienture Holdings, Inc. Obtains $1.2 Million in Bridge Funding Commack, NY, July 24, 2025 (GLOBENEWSWIRE) – SCIENTURE HOLDINGS, INC. (NASDAQ: SCNX) (the “Company”) a holding company for existing and planned pharmaceutical operating companies focused on providing enhanced value to patients, physicians and caregivers through developing, bringing to market, and distributing novel specia

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2025 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission

July 14, 2025

July 14, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Scienture Holdings, Inc. Withdrawal of Offering Statement on Form 1-A, filed September 25, 2024 File No. 024-12510 Ladies and Gentlemen: Pursuant to Rule 259(a) under Regulation A of the Securities Act of 1933, as amended, the Company hereby re

As confidentially submitted to the Securities and Exchange Commission on July 8, 2025. This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information contained herein remains strictly co

As confidentially submitted to the Securities and Exchange Commission on July 8, 2025.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission

Form of Indemnification Agreement

Exhibit 10.1 Scienture holdings, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Scienture Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS

As filed with the Securities and Exchange Commission on June 16, 2025

As filed with the Securities and Exchange Commission on June 16, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2025 SCIENTURE HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2025 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39199 Scienture Holdings, Inc. (Exact name of reg

4,300,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) Registration No. 333-283591 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated February 24, 2025) 4,300,000 SHARES OF COMMON STOCK This prospectus supplement (this “Supplement”) is being filed to update and supplement the information contained in the prospectus dated February 24, 2025 (the “Prospectus”) relating to the resale from time to time of up to 4,300,000 shar

SCIENTURE announces the divestiture of its legacy subsidiaries for a total consideration of $5 million and dedicates its full focus to the Branded and Specialty Pharma segment through Scienture, LLC.

Exhibit 99.1 SCIENTURE announces the divestiture of its legacy subsidiaries for a total consideration of $5 million and dedicates its full focus to the Branded and Specialty Pharma segment through Scienture, LLC. TAMPA, FL, April 08, 2025 (GLOBE NEWSWIRE) — SCIENTURE HOLDINGS, INC. (NASDAQ: SCNX) (the “Company”), a holding company for existing and planned pharmaceutical operating companies focused

Regulation FD Disclosure, Financial Statements and Exhibits, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission

Stock Purchase Agreement by and among Scienture Holdings, Inc. and Tollo Health, Inc., dated April 8, 2025.

Exhibit 1.02 Stock PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (“Agreement”) is made as of April 8, 2025, by and among SCIENTURE HEALTH, INC., a Delaware corporation (“Seller”), BONUM HEALTH, INC., a Delaware corporation and Softell Inc, a Florida corporation (collectively known as the “Company”) and TOLLO HEALTH, LLC., a Delaware corporation (“Buyer”). Buyer, Company and Seller are each refe

SCIENTURE HOLDINGS, INC. SCIENTURE HOLDINGS, INC. 2,643,421 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) Registration No. 333-286399 PROSPECTUS SCIENTURE HOLDINGS, INC. SCIENTURE HOLDINGS, INC. 2,643,421 SHARES OF COMMON STOCK This prospectus relates to the resale from time to time of up to 2,643,421 shares of common stock, par value $0.00001, of Scienture Holdings, Inc. (f/k/a TRxADE HEALTH, INC.), a Delaware corporation (“we,” “us,” “our,” or the “Company”), by Aren

Form of Promissory Note

Exhibit 1.03 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTE

Membership Interest Purchase Agreement by and among Scienture Holdings, Inc., Integra Pharmacy Solutions LLC, and Tollo Health, Inc., dated April 8, 2025.

Exhibit 1.01 Membership Interest PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) is made as of April 8, 2025, by and among SCIENTURE HOLDINGS, INC., a Delaware corporation (“Seller”), Integra Pharma Solutions LLC, a Florida limited liability company (“Company”) and TOLLO HEALTH, LLC., a Delaware limited liability company (“Buyer”). Buyer, Company and Seller are each re

6308 Benjamin Rd, Suite 708 Tampa, Florida 33634

6308 Benjamin Rd, Suite 708 Tampa, Florida 33634 April 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Scienture Holdings, Inc. Registration Statement on Form S-1 File No. 333-286399 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) SCIENTURE HOLDINGS, INC.

As filed with the Securities and Exchange Commission on April 4, 2025

As filed with the Securities and Exchange Commission on April 4, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39199 Scienture Holdings, Inc. (Exact name of registra

List of Subsidiaries

Exhibit 21.1 Subsidiaries LIST OF SUBSIDIARIES – ALL 100% OWNED (UNLESS OTHERWISE STATED) Scienture LLC (f/k/a Scienture, Inc.), a Delaware limited liability company. Softell Inc (f/k/a Trxade, Inc.), a Florida corporation. Integra Pharma Solutions, Inc. (f/k/a Pinnacle Tek, Inc.), a Florida corporation. Bonum Health, Inc a Delaware corporation. Bonum Health, LLC, a Delaware corporation.

Consulting Agreement by and between Scienture Holdings, Inc. and Draper, Inc. dated March 17, 2025

Exhibit 10.1

SCIENTURE announces the U.S. FDA Approval of its NDA for SCN-102, to be launched as ArbliTM, (losartan potassium) Oral Suspension, 10mg/mL. The global market for losartan potassium was approximately $1.5 billion in sales in 2024.

Exhibit 99.1 SCIENTURE announces the U.S. FDA Approval of its NDA for SCN-102, to be launched as ArbliTM, (losartan potassium) Oral Suspension, 10mg/mL. The global market for losartan potassium was approximately $1.5 billion in sales in 2024. TAMPA, FL, March 18, 2025 (GLOBE NEWSWIRE) — – SCIENTURE HOLDINGS, INC. NASDAQ: SCNX), a holding company for existing and planned pharmaceutical operating co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 SCIENTURE HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission

As confidentially submitted to the Securities and Exchange Commission on March 17, 2025. This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information contained herein remains strictly

As confidentially submitted to the Securities and Exchange Commission on March 17, 2025.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2025 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission

SCIENTURE to commercially launch REZENOPY®, a life-saving opioid overdose emergency treatment through a collaboration with KINDEVA DRUG DELIVERY L.P.

Exhibit 99.1 SCIENTURE to commercially launch REZENOPY®, a life-saving opioid overdose emergency treatment through a collaboration with KINDEVA DRUG DELIVERY L.P. TAMPA, FL, March 06, 2025 (GLOBE NEWSWIRE) — SCIENTURE HOLDINGS, INC. NASDAQ: SCNX), a holding company for existing and planned pharmaceutical operating companies focused on providing enhanced value to patients, physicians and caregivers

Exclusive Commercial and Supply Agreement dated March 4, 2025, by and between Scienture, LLC and Summit Biosciences Inc.

Exhibit 1.1 EXCLUSIVE COMMERCIAL and SUPPLY AGREEMENT This Exclusive Commercial and Supply Agreement (hereinafter, this “Agreement”) is entered into by and between: SUMMIT BIOSCIENCES INC., a Delaware corporation and wholly owned subsidiary of Kindeva Drug Delivery L.P., with corporate address at 1513 Bull Lea Rd., Lexington, KY 40511 (hereinafter referred to as “KNDD”); and SCIENTURE, LLC (a whol

SCIENTURE HOLDINGS, INC. 4,300,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) Registration No. 333-283591 PROSPECTUS SCIENTURE HOLDINGS, INC. 4,300,000 SHARES OF COMMON STOCK This prospectus relates to the resale from time to time of up to 4,300,000 shares of common stock, par value $0.00001, of Scienture Holdings, Inc. (f/k/a TRxADE HEALTH, INC.), a Delaware corporation (“we,” “us,” “our,” or the “Company”), by Arena Finance Markets, LP (“A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

6308 Benjamin Rd, Suite 708 Tampa, Florida 33634

6308 Benjamin Rd, Suite 708 Tampa, Florida 33634 February 12, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Scienture Holdings, Inc. Registration Statement on Form S-1 File No. 333-283591 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersig

As filed with the Securities and Exchange Commission on February 6, 2025

As filed with the Securities and Exchange Commission on February 6, 2025 Registration No.

Dykema Gossett PLLC

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] February 6, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford, Tim Buchmiller, Tracie Mariner, and Sasha Parikh

As filed with the Securities and Exchange Commission on January 29, 2025

As filed with the Securities and Exchange Commission on January 29, 2025 Registration No.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] January 29, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford, Tim Buchmiller, Tracie Mariner, and Sasha Parikh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commissi

Master Services Agreement, dated October 29, 2024, by and between the Company and Anthem Biosciences Pvt. Ltd.

Exhibit 10.25

As filed with the Securities and Exchange Commission on January 13, 2025

As filed with the Securities and Exchange Commission on January 13, 2025 Registration No.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] January 13, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford, Tim Buchmiller, Tracie Mariner, and Sasha Parikh

Presentation, dated January 8, 2025.

Exhibit 99.1

Regulation FD Disclosure, Other Events, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2025 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commissio

Three Months Ended September 30,

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] December 30, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tracie Mariner and Sasha Parikh Re: Scienture Holdings, Inc. For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement SCIENTURE HOLDINGS, INC. (Exact name of Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement SCIENTURE HOLDINGS, INC. (Exact name of Registra

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Form S-1 filed on December 3, 2024).

Exhibit 21.1 LIST OF SUBSIDIARIES Wholly-owned Subsidiaries of the Company: Scienture, LLC, a Delaware limited liability company (formerly, Scienture, Inc., a Delaware corporation) Softell Inc. (f/k/a Trxade Inc.), a Florida corporation BONUM HEALTH, INC., a Delaware non-stock corporation Bonum Health, LLC, a Delaware limited liability company Indirect Ownership: Softell Inc. owns 100% of the capi

Second Amended and Restated Trxade Group, Inc. 2019 Equity Incentive Plan, as amended through September 20, 2024 (incorporated by reference to Exhibit 10.7 of the Company’s Form S-1 filed on December 3, 2024).

Exhibit 10.7

Filing Fee Table (incorporated by reference to Exhibit 107 of the Company’s Form S-1 filed on December 3, 2024).

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) SCIENTURE HOLDINGS, INC.

As filed with the Securities and Exchange Commission on December 3, 2024

As filed with the Securities and Exchange Commission on December 3, 2024 Registration No.

Securities Purchase Agreement, dated November 22, 2024, between the Company and the Arena Investors (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on November 26, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 22, 2024, between SCIENTURE HOLDINGS, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (each, a “Purchaser” and together, the “Purchasers”). Each of the Company and each Purchaser shall individually be referred to herein as

Form of 10% Original Issue Discount Secured Convertible Debenture (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on November 26, 2024).

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Scienture Holdings, Inc. Announces Private Placement of $3 Million of 10% Secured Convertible Debentures as Initial Tranche of $12 Million Offering and Entry into $50 Million Equity Line of Credit Agreement

Exhibit 99.1 Scienture Holdings, Inc. Announces Private Placement of $3 Million of 10% Secured Convertible Debentures as Initial Tranche of $12 Million Offering and Entry into $50 Million Equity Line of Credit Agreement Scienture Holdings to Receive Funding of Up to $12 Million From Private Placement of 10% Secured Convertible Debentures and Up to $50 Million from Equity Line of Credit Tampa, FL,

First Amendment of Loan and Security Agreement, dated November 22, 2024, between the Company, NVK Finance, LLC, Scienture, LLC, Srivatsav, LLC, and Shankar Hariharan (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed on November 26, 2024).

Exhibit 10.8 FIRST AMENDMENT OF LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT OF LOAN AND SECURITY AGREEMENT (“Amendment”) is made as of the 22nd day of November, 2024 between NVK FINANCE, LLC, a Nebraska limited liability company (“Lender”), SCIENTURE, LLC (“Borrower”), a Delaware limited liability company and successor by merger of Scienture, Inc., Scienture Holdings, Inc., the sole member of

Placement Agency Agreement between the Company and Dawson James, dated November 25, 2024.

Exhibit 10.6 PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, FL 33432 November 25, 2024 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between Scienture Holdings, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the exclusive pla

Registration Rights Agreement, dated November 25, 2024, between the Company and the Arena Investors (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed on November 26, 2024).

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 25, 2024, by and between SCIENTURE HOLDINGS, INC., a Delaware corporation (the “Company”), and those certain purchasers identified on the signature page hereto (together with it permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall ha

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commiss

Security Agreement, dated November 25, 2024, between the Company and the Arena Investors (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on November 26, 2024).

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of November 25, 2024 (this “Agreement”), is among SCIENTURE HOLDINGS, INC., a Delaware corporation (the “Company”), Scienture, LLC, a Delaware limited liability company (“Scienture” and a “Guarantor”), such other Subsidiaries of the Company as may become party hereto in accordance with Section 4(ii) hereof (each, a “Guarantor”, and

Guarantee Agreement, dated November 25, 2024, between Scienture, LLC and the Arena Investors (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed on November 26, 2024).

Exhibit 10.4 GUARANTEE GUARANTEE (the “Guarantee”), dated as of November 25, 2024, by the Guarantors (as defined below) in favor of the Purchasers (as defined below). WHEREAS, Scienture Holdings, Inc., a Delaware corporation (the “Borrower”), is the holder of certain equity interests of the Guarantors; and WHEREAS, pursuant to that certain Security Agreement (defined below), the Borrower is pledgi

Purchase Agreement, dated November 25, 2024, between the Company and Arena Business Solutions Global SPC II, Ltd (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed on November 26, 2024).

Exhibit 10.7 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of November 25, 2024, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and SCIENTURE HOLDINGS, INC., a Delaware corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Offering Statement on Form 1-A of Scienture Holdings, Inc. of our report dated 31st July 2024 relating to the Financial Statements of Scienture, Inc. as of and for the years ended December 31, 2023 and 2022 which appears in this Offering Statement. We also consent to the reference to us under

Assignment and Assumption of Membership Interests – Integra Pharma Solutions, LLC, dated October 4, 2024, by and between the Company and Softell Inc. (incorporated by reference to Exhibit 10.5 of the Company’s Form 10-Q filed on November 6, 2024).

Exhibit 10.5 ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS – INTEGRA PHARMA SOLUTIONS, LLC THIS ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS – INTEGRA PHARMA SOLUTIONS, LLC (“Agreement”) is made and entered into effective as of the 4th day of October, 2024 (the “Effective Date”) by and among SCIENTURE HOLDINGS, INC., a Delaware corporation (“the “Transferor”) and SOFTELL INC., f/k/a TRXAD

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Offering Statement on Form 1-A of (Scienture Holdings, Inc. f/k/a TRxADE Health, Inc.) (the “Company”) of our report dated April 22, 2024, relating to our audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2023. Our report contai

Employment Agreement with Prashant Patel dated March 1, 2021 and effective March 31, 2024 (incorporated by reference to Exhibit 6.7 of the Company’s Form 1-A/A filed on November 6, 2024).

Exhibit 6.7 TRXADE GROUP, INC. EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this March 1st 2021, to be effective as of the Effective Date as defined below between Trxade Group, Inc., a Delaware corporation (the “Company”), and Prashant Patel, an individual (the “Executive”) (each of the Company and Executive are referred to herein as a “Part

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39199 Scienture Holdings, Inc. (Exact name of

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Exhibit 12.1 Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 WWW.DYKEMA.COM Tel: 414-488-7300 November [●], 2024 Scienture Holdings, Inc. 6308 Benjamin Rd Suite 708 Tampa, Florida 33634 Ladies and Gentlemen: We have acted as legal counsel to Scienture Holdings, Inc. (f/k/a TRxADE Health, Inc.), a Delaware corporation (the “Company”), in connection with the preparation and f

Second Amended and Restated Certificate of Incorporation of the Company, as amended through September 20, 2024 (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on November 6, 2024).

Exhibit 3.1

PRELIMINARY OFFERING CIRCULAR, DATED November 5, 2024

PRELIMINARY OFFERING CIRCULAR, DATED November 5, 2024 AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Amended and Restated Bylaws of the Company, as amended through March 24, 2022 (incorporated by reference to Exhibit 3.2 of the Company’s Form 10-Q filed on November 6, 2024).

Exhibit 3.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Registration Statement on Form 1-A of our report dated March 27, 2023 with respect to the audited consolidated financial statements of TRxADE HEALTH, INC. for the year ended December 31, 2022. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going c

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2024 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commis

Presentation, dated October 4, 2024.

EX-99.1 2 ex99-1.htm Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commissio

1345 Avenue of the Americas ● New York, New York ● 10105 (212) 813-1010 ● Fax (212) 813-1047 ● Member FINRA, SIPC

Exhibit 1.1 September [●], 2024 PERSONAL AND CONFIDENTIAL Mr. Surendra K. Ajjarapu, Chief Executive Officer Scienture Holdings, Inc. 6308 Benjamin Rd, Suite 708 Tampa, FL 33634 Re: SCNX| Placement Agent Agreement Dear Mr. Ajjarapu: The purpose of this placement agent agreement (this “Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement a

PRELIMINARY OFFERING CIRCULAR, DATED SEPTEMBER 25, 2024

PRELIMINARY OFFERING CIRCULAR, DATED SEPTEMBER 25, 2024 AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Offering Statement on Form 1-A of Scienture Holdings, Inc. (f/k/a TRxADE Health, Inc.) (the “Company”) of our report dated April 22, 2024, relating to our audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2023. Our report contai

TRxADE Health, Inc. Announces Name Change to Scienture Holdings, Inc.

Exhibit 99.1 TRxADE Health, Inc. Announces Name Change to Scienture Holdings, Inc. TAMPA, FL and COMMACK, NY, September 20, 2024 (GLOBE NEWSWIRE) – TRxADE Health, Inc. (“TRxADE”) (NASDAQ: MEDS) and Scienture, LLC (“Scienture”), a wholly owned subsidiary of TRxADE, today announced that it is changing its name to Scienture Holdings, Inc. (“Scienture Holdings”), effective Monday, September 23, 2024.

TRxADE Health, Inc. Announces Name Change to Scienture Holdings, Inc. and Ticker Symbol Change to “SCNX”

Exhibit 99.2 TRxADE Health, Inc. Announces Name Change to Scienture Holdings, Inc. and Ticker Symbol Change to “SCNX” TRxADE Health, Inc. today announced that it changed its name and ticker symbol to “Scienture Holdings, Inc.” and “SCNX”, respectively, and that the business will continue as a Nasdaq-listed company. TAMPA, FL, September 24, 2024 (GLOBE NEWSWIRE) — TRxADE Health, Inc. (the “Company”

Certificate of Amendment of Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.6 of the Company’s Form 10-K filed on March 26, 2025).

Exhibit 3.1

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2024 SCIENTURE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commis

Schedule 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement TRxADE HEALTH, INC. (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement TRxADE HEALTH, INC. (Exact name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39199 TRxADE HEALTH, INC. (Exact name of registran

Certificate of Designation of Preference, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on July 31, 2024).

Exhibit 3.1

Consulting Agreement, dated July 25, 2024, by and between the Company and Prashant Patel (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on July 31, 2024).

Exhibit 10.3 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into as of this 25th day of July, 2024, between TRxADE HEALTH, INC., a Delaware corporation (as the name may be changed in accordance with the provisions of the DGCL, the “Company”) and Prashant Patel (“Consultant”). The Company and Consultant are referred to herein individually as a “Party,” or coll

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed on July 31, 2024).

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of , 2024, by and among TRxADE Health, Inc., a Delaware corporation (the “Company”), and the several former stockholders of Scienture, Inc. signatory hereto (each, including its successors and assigns, a “Holder” and collectively, the “Holders”). This Agreement is made in connection with th

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on July 31, 2024).

Exhibit 10.1 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2024, by and between (i) TRxADE HEALTH, INC., a Delaware corporation (including any successor entity thereto, “MEDS”), and (ii) (the “Subject Party”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defi

TRxADE Health, Inc. Announces Business Combination with Scienture, Inc., in a Transaction Valued at $103 Million

Exhibit 99.1 TRxADE Health, Inc. Announces Business Combination with Scienture, Inc., in a Transaction Valued at $103 Million Scienture, Inc., a private branded and specialty pharmaceutical company, entered into a business combination with TRxADE Health Inc., in an all-stock transaction valued at $103 million. TAMPA, FL and COMMACK, NY, July 26, 2024 (GLOBE NEWSWIRE) — TRxADE HEALTH, INC. (“TRxADE

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 TRxADE HEALTH, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission File

Agreement and Plan of Merger, dated July 25, 2024, by and among the Company, MEDS Merger Sub I, Inc., MEDS Merger Sub II, LLC, and Scienture, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed on July 31, 2024).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among: TRXADE HEALTH, INC.; MEDS MERGER SUB I, INC.; MEDS MERGER SUB II, LLC; and SCIENTURE, INC. Dated as of July 25, 2024 TABLE OF CONTENTS Section 1. Definitions and Interpretative Provisions. 6 1.1 Definitions. 6 1.2 Other Definitional and Interpretative Provisions. 16 Section 2. Description of Transaction. 17 2.1 The Merger.. 17 2.2 E

Consulting Agreement, dated July 25, 2024, by and between the Company and Surendra K. Ajjarapu (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on July 31, 2024).

Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into as of this 25th day of July, 2024, between TRxADE HEALTH, INC., a Delaware corporation (as the name may be changed in accordance with the provisions of the DGCL, the “Company”) and Surendra K. Ajjarapu (“Consultant”). The Company and Consultant are referred to herein individually as a “Party,” o

TRxADE Health, Inc. Announces Special Cash Dividend

Exhibit 99.1 TRxADE Health, Inc. Announces Special Cash Dividend TAMPA, FL – (July 9, 2024) – TRxADE HEALTH, INC. (Nasdaq: MEDS) (the “Company”), announced that the Company’s board of directors has declared a special cash dividend of $1.50 per share of common stock. The special dividend is being paid using a portion of the proceeds received in May 2024 in connection with the prior sale of the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 TRxADE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 TRxADE HEALTH, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39199 TRxADE HEALTH, INC. (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 TRxADE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 TRxADE HEALTH, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 TRxADE HEALTH, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission File N

TRxADE Health, Inc. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q

Exhibit 99.1 TRxADE Health, Inc. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q TAMPA, FL – (May 29, 2024) – TRxADE HEALTH, Inc. (Nasdaq: MEDS) (the “Company”), announced that, on May 23, 2024, the Company received a notice (the “Notice”) from the Nasdaq Listing Qualifications Department (“Nasdaq”) indicating that because the Company had not yet file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 TRxADE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 TRxADE HEALTH, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39199

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39199 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-

Form of Clawback Policy

Exhibit 97.1 TRxADE HEALTH, INC. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION POLICY Adopted , 2024 This Recovery of Erroneously Awarded Compensation Policy (this “Policy”) is the compensation recovery policy of TRXADE HEALTH, INC. (the “Company”), adopted by the Company in accordance with the provisions of Rule 10D-1 promulgated by the Securities and Exchange Commission (the “SEC”) under the Secu

List of Subsidiaries

Exhibit 21.1 Subsidiaries* LIST OF SUBSIDIARIES – ALL 100% OWNED (UNLESS OTHERWISE STATED) Trxade, Inc., a Florida corporation Integra Pharma Solutions, Inc. (formerly Pinnacle Tek, Inc., a Florida corporation) Bonum Health, Inc a Delaware corporation Bonum Health, LLC, a Delaware corporation * Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of TRxADE HEALTH, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-39199 TRxADE HEALTH

Insider Trading Policy

Exhibit 19.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39199

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39199 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

TRxADE Health, Inc. Announces Special Cash Dividend

Exhibit 99.1 TRxADE Health, Inc. Announces Special Cash Dividend TAMPA, FL – (March 6, 2024) – TRxADE HEALTH Inc. (Nasdaq: MEDS) (the “Company”), announced that the Company’s board of directors has declared a special cash dividend of $8.00 per share of common stock. The special dividend is being paid using a portion of the proceeds from the closing of the recently announced sale of the Company’s w

Subscription Agreement, dated February 29, 2024 between Trxade, Inc. and Lafayette Energy Corp. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on March 6, 2024).

Exhibit 10.1 LAFAYETTE ENERGY CORP SUBSCRIPTION AGREEMENT Series A Convertible Preferred Stock at $2.50 per Share Date: February 29, 2024 Full Subscription Commitment: $5,000,000.00 1. Subscription: (a) The undersigned (individually and/or collectively, the “Participant”) hereby applies to purchase restricted Series A Convertible Preferred Stock (the “Series A Preferred” or the “Shares”) of Lafaye

Stock Purchase Agreement, dated March 5, 2024 between the Company and Superlatus Foods Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on March 6, 2024).

Exhibit 10.2 STOCK PURCHASE AGREEMENT between TRXADE HEALTH, INC., and SUPERLATUS FOODS INC. dated March 5th, 2024 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE 3 Section 1.01 Purchase and Sale. 3 Section 1.02 Purchase Price. 3 ARTICLE II CLOSING 4 Section 2.01 Closing. 4 Section 2.02 Seller Closing Deliverables. 4 Section 2.03 Buyer’s Deliveries. 4 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 TRxADE HEALTH,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 TRxADE HEALTH, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission F

Asset Purchase Agreement between Trxade, Inc., Micro Merchant Systems, Inc. and the Company (for the limited purposes identified therein), dated February 16, 2024 (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed on February 16, 2024).

Exhibit 2.1 ASSET PURCHASE AGREEMENT between TRXADE, INC., MICRO MERCHANT SYSTEMS, INC. and, solely for purposes of Sections 5.7 and 9.13, TRXADE HEALTH INC. dated as of February 16, 2024 TABLE OF CONTENTS Page Article I Purchase and Sale 1 1.1 Purchase and Sale of Assets 1 1.2 Excluded Assets 2 1.3 Assumed Liabilities 3 1.4 Excluded Liabilities 3 1.5 Estimated Purchase Price 5 1.6 Purchase Price

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2024 TRxADE HEALTH, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission F

MEDS / TRxADE HEALTH, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 16, 2024 TRxADE HEALTH, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 16, 2024 TRxADE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fi

Trxade health, Inc files its 3Q 10Q

Exhibit 99.1 Trxade health, Inc files its 3Q 10Q TAMPA, FL, January 17, 2024 (GLOBE NEWSWIRE) — TRxADE HEALTH, INC. (NASDAQ: MEDS) (“TRxADE”), a parent company of pharmaceutical business-to-business exchange platform, announced today that it filed its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”). On November 21, 2023, the Company received a standard notic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39199 TRxADE HEALTH, INC. (Exact name of regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 8, 2024 TRxADE HEALTH, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 8, 2024 TRxADE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fil

Amendment No. 1 to the Amended and Restated Agreement and Plan of Merger by and between the Company, Superlatus Inc. and Foods Merger Sub Inc., dated January 8, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on January 11, 2024).

Exhibit 10.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of January 8, 2024, is entered into by and among TRxADE Health, Inc., a Delaware corporation, (the “Company”), (ii) Foods Merger Sub, Inc., a Delaware corporation, and wholly owned subsidiary of the Company (“Merger Sub”), and (iii)

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 21, 2023 TRxADE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 20, 2023 TRxADE HEALTH,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 20, 2023 TRxADE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR Commission File Number: 001-39199 For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

Supplier Agreement, dated October 9, 2023, by and among Superlatus PD Holding Company and Rainforest Distribution Corp.

Exhibit 10.1 SUPPLIER AGREEMENT This Supplier Agreement (this “Agreement”) is made, effective as of the 9th day of October, 2023 (“Effective Date”), by and between Superlatus PD Holding Company, a corporation and existing under the laws of the State of Delaware, with its principal place of business located at 445 Park Avenue; New York, NY 10022 (hereinafter referred to as “Supplier”) and Rainfores

Superlatus Announces Distribution Partnership with North America’s Leading Wholesale Distributor and Expanded Points of Retail Sales

Exhibit 99.1 Superlatus Announces Distribution Partnership with North America’s Leading Wholesale Distributor and Expanded Points of Retail Sales TAMPA, FL, Oct. 12, 2023 (GLOBE NEWSWIRE) — Superlatus, Inc. (“Superlatus”), a food technology and distribution company and wholly owned subsidiary of TRxADE HEALTH, Inc. (NASDAQ: MEDS, “TRxADE”), a pharmaceutical exchange platform provider, is pleased t

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 9, 2023 TRxADE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fil

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 4, 2023 TRxADE HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fil

Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock

Exhibit 3.1 TRxADE HEALTH, Inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK The undersigned, Suren Ajjarapu, does hereby certify that: 1. He is the Chief Executive Officer, of TRxADE HEALTH, Inc., a Delaware corporation (the “Corporation” or the “Company”). 2. The Corporation is authorized to issue up to 1,000 shares of preferred stock.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 2, 2023 TRxADE HEALTH, INC.

Superlatus, Newly Merged with TRxADE HEALTH, Acquires the assets of Spero Foods, a plant-based tech company Disrupting the Dairy and Egg Industry.

Exhibit 99.1 Superlatus, Newly Merged with TRxADE HEALTH, Acquires the assets of Spero Foods, a plant-based tech company Disrupting the Dairy and Egg Industry. ● Spero is another addition to the growing Superlatus CPG portfolio under their Urgent Company umbrella of brands. ● Spero® is a plant-based tech company specializing in alternative dairy and egg replacements, on a mission to outcompete tra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Letter from MaloneBailey, LLP to the Securities and Exchange Commission dated September 14, 2023 (incorporated by reference to Exhibit 16.1 of the Company’s Form 8-K, filed on September 14, 2023).

Exhibit 16.1

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 14, 2023 TRxADE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 24, 2023 TRxADE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 24, 2023 TRxADE HEALTH, INC.

Superlatus Innovates $151 Billion US Snacking Market with Pulse-Based Protein Twists Under the Brave Robot Brand

Exhibit 99.1 Superlatus Innovates $151 Billion US Snacking Market with Pulse-Based Protein Twists Under the Brave Robot Brand TAMPA, FL, Aug. 24, 2023 –Superlatus Inc. (‘Superlatus’ or the ‘Company’) recently merged with TRxADE HEALTH, Inc. (NASDAQ: MEDS) and is gearing up to revolutionize the snack industry. The Company has unveiled its intent to introduce pulse-based twisted protein snacks throu

Press Release, Dated August 22, 2023

Exhibit 99.1

Asset Purchase Agreement, dated August 21, 2023, by and among Superlatus Inc., Perfect Day, Inc., and The Urgent Company, Inc.

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 21, 2023 TRxADE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 21, 2023 TRxADE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-39199 TRxADE HEA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR Commission File Number: 001-39199 For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on F

Form of MEDS Shareholder Registration Rights Agreement for MEDS Rights

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of July 30, 2023 (the “Effective Date”), by and among TRxADE Health, Inc., a Delaware corporation (together with successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction, collectively the “Company”), and each of the undersigned

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 28, 2023 TRxADE HEALTH, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 28, 2023 TRxADE HEALTH, INC.

Form of Lock-Up Agreement

Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 31, 2023, by and among (i) TRxADE Health, Inc., a Delaware corporation (“MEDS”); (ii) Superlatus Inc., a Delaware corporation (the “Company”) and (iii) the undersigned Holders. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in

TRxADE HEALTH, Inc. Announces Closing of Acquisition of Superlatus, Inc.

Exhibit 99.1 TRxADE HEALTH, Inc. Announces Closing of Acquisition of Superlatus, Inc. NEW YORK, July 31, 2023 — TRxADE HEALTH, Inc. (NASDAQ: MEDS) (“TRxADE”), a pharmaceutical exchange platform provider, today announced the closing of the previously announced acquisition of Superlatus, Inc. (“Superlatus”), a U.S.-based holding company of food products and distribution capabilities (the “Merger”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 14, 2023 TRxADE HEALTH, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 14, 2023 TRxADE HEALTH, INC.

Amended and Restated Agreement and Plan of Merger, dated July 14, 2023 by and between TRxADE Health, Inc. and Superlatus, Inc.

Exhibit 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among TRXADE HEALTH, INC., FOODS MERGER SUB, INC., and Superlatus Inc. Dated as of July 14, 2023 Table of Contents Section 1. Definitions and Interpretative Provisions 3 1.1 Definitions 3 1.2 Other Definitional and Interpretative Provisions 17 Section 2. Description of Transaction 18 2.1 The Merger 18 2.2 Effects of the Merger 18

TRxADE HEALTH, Inc. Amends Definitive Merger Agreement with Superlatus, Inc.

Exhibit 99.1 TRxADE HEALTH, Inc. Amends Definitive Merger Agreement with Superlatus, Inc. NEW YORK, July 14, 2023 — TRxADE HEALTH, Inc. (NASDAQ: MEDS) (“TRxADE”), a pharmaceutical exchange platform provider, announced today that it entered into an amended and restated merger agreement with Superlatus, Inc. (“Superlatus”), a U.S.-based holding company of food products and distribution capabilities,

Amended and Restated Agreement and Plan of Merger, dated July 14, 2023, between the Company, Foods Merger Sub, Inc., and Superlatus Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed on July 14, 2023).

Exhibit 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among TRXADE HEALTH, INC., FOODS MERGER SUB, INC., and Superlatus Inc. Dated as of July 14, 2023 Table of Contents Section 1. Definitions and Interpretative Provisions 3 1.1 Definitions 3 1.2 Other Definitional and Interpretative Provisions 17 Section 2. Description of Transaction 18 2.1 The Merger 18 2.2 Effects of the Merger 18

TRxADE HEALTH, Inc. Amends Definitive Merger Agreement with Superlatus, Inc.

Exhibit 99.1 TRxADE HEALTH, Inc. Amends Definitive Merger Agreement with Superlatus, Inc. NEW YORK, July 14, 2023 — TRxADE HEALTH, Inc. (NASDAQ: MEDS) (“TRxADE”), a pharmaceutical exchange platform provider, announced today that it entered into an amended and restated merger agreement with Superlatus, Inc. (“Superlatus”), a U.S.-based holding company of food products and distribution capabilities,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 14, 2023 TRxADE HEALTH, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 14, 2023 TRxADE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 7, 2023 TRxADE HEALTH, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 7, 2023 TRxADE HEALTH, INC.

Agreement and Plan of Merger dated as of June 30, 2023, by and among TRxADE Health, Inc., Foods Merger Sub, Inc., and Superlatus Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among TRXADE HEALTH, INC., FOODS MERGER SUB, INC., and Superlatus Inc. Dated as of June 30, 2023 Table of Contents Section 1. Definitions and Interpretative Provisions 2 1.1 Definitions 2 1.2 Other Definitional and Interpretative Provisions 17 Section 2. Description of Transaction 17 2.1 The Merger 17 2.2 Effects of the Merger 18 2.

Superlatus, Inc. and TRxADE HEALTH, Inc. Sign Definitive Merger Agreement to Create a Global Strategic Platform for Food and Healthy Snack Marketplace and Distribution

Exhibit 99.1 Superlatus, Inc. and TRxADE HEALTH, Inc. Sign Definitive Merger Agreement to Create a Global Strategic Platform for Food and Healthy Snack Marketplace and Distribution NEW YORK, June 30, 2023 — Superlatus, Inc. (“Superlatus”), a U.S.-based holding company of food products and distribution capabilities, announced today that it has signed a definitive agreement to be acquired by TRxADE

Stock Swap Agreement dated June 28, 2023, by and among TRxADE Health, Inc., Suren Ajjarapu and Prashant Patel

Exhibit 10.1 STOCK SWAP AGREEMENT THIS STOCK SWAP AGREEMENT (this “Agreement”) is entered into by and among Trxade Health, Inc., a Delaware corporation (“Trxade”), Suren Ajjarapu and Prashant Patel (together with Suren, each a “Shareholder,” and collectively, the “Shareholders”) dated as of June 28, 2023. WHEREAS, Trxade is a holding company that currently owns the shares or membership interests i

Superlatus, Inc. and TRxADE HEALTH, Inc. Sign Definitive Merger Agreement to Create a Global Strategic Platform for Food and Healthy Snack Marketplace and Distribution

Exhibit 99.1 Superlatus, Inc. and TRxADE HEALTH, Inc. Sign Definitive Merger Agreement to Create a Global Strategic Platform for Food and Healthy Snack Marketplace and Distribution NEW YORK, June 30, 2023 — Superlatus, Inc. (“Superlatus”), a U.S.-based holding company of food products and distribution capabilities, announced today that it has signed a definitive agreement to be acquired by TRxADE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 28, 2023 TRxADE HEALTH, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 28, 2023 TRxADE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 28, 2023 TRxADE HEALTH, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 28, 2023 TRxADE HEALTH, INC.

Agreement and Plan of Merger dated as of June 30, 2023, by and among TRxADE Health, Inc., Foods Merger Sub, Inc., and Superlatus Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among TRXADE HEALTH, INC., FOODS MERGER SUB, INC., and Superlatus Inc. Dated as of June 30, 2023 Table of Contents Section 1. Definitions and Interpretative Provisions 2 1.1 Definitions 2 1.2 Other Definitional and Interpretative Provisions 17 Section 2. Description of Transaction 17 2.1 The Merger 17 2.2 Effects of the Merger 18 2.

Stock Swap Agreement dated June 28, 2023, by and among TRxADE Health, Inc., Suren Ajjarapu and Prashant Patel.

Exhibit 10.1 STOCK SWAP AGREEMENT THIS STOCK SWAP AGREEMENT (this “Agreement”) is entered into by and among Trxade Health, Inc., a Delaware corporation (“Trxade”), Suren Ajjarapu and Prashant Patel (together with Suren, each a “Shareholder,” and collectively, the “Shareholders”) dated as of June 28, 2023. WHEREAS, Trxade is a holding company that currently owns the shares or membership interests i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2023 TRxADE HEALTH, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2023 TRxADE HEALTH, INC.

Certificate of Designation of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on June 26, 2023).

Exhibit 3.1 TRxADE HEALTH, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware, TRxADE HEALTH, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2023 TRxADE HEALTH, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2023 TRxADE HEALTH, INC.

The corrected statement is as follows:

Exhibit 99.1 TRxADE HEALTH, Inc. Issues Correction to Press Release Announcing its Anticipated Combination with Superlatus, Inc. (Correction Notice) NEW YORK, June 23, 2023 – TRxADE HEALTH, Inc. (NASDAQ:MEDS) (“TRxADE”), a pharmaceutical exchange platform, today announced a correction to its press release issued on Friday, June 23, 2023, 8:05 U.S. Eastern Time, entitled “Superlatus, Inc. to Combin

Superlatus, Inc. to Combine with TRxADE HEALTH, Inc., to Create a Global Food Consolidation Platform

Exhibit 99.1 Superlatus, Inc. to Combine with TRxADE HEALTH, Inc., to Create a Global Food Consolidation Platform NEW YORK, June 23, 2023 – Superlatus, Inc. (“Superlatus”), a U.S.-based holding company of food products and distribution capabilities, has signed a binding letter of intent (the “LOI”) to be acquired by TRxADE HEALTH, Inc. (NASDAQ:MEDS) (“TRxADE”), a pharmaceutical exchange platform p

Binding Letter of Intent, dated June 22, 2023 by and between TRxADE Health, Inc. and Superlatus, Inc.

Exhibit 10.1 Execution Version CONFIDENTIAL June 22, 2023 Superlatus, Inc. 445 Park Avenue New York NY 10022 Attention: Timothy Alford Re: Acquisition Letter Dear Mr. Bakhshi: We refer to our Letter of Intent dated 24 May 2023 where TRxADE Health, Inc., a Delaware corporation (“we” or “MEDS”) expressed interest in acquiring Superlatus Foods, Inc. (the “Company”). We write this acquisition letter (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 22, 2023 TRxADE HEALTH, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 22, 2023 TRxADE HEALTH, INC.

Amendment to Acquisition Letter, dated June 23, 2023 by and between TRxADE Health, Inc. and Superlatus, Inc.

Exhibit 10.2 CONFIDENTIAL June 23, 2023 Superlatus, Inc. 445 Park Avenue New York NY 10022 Attention: Timothy Alford Re: Amendment to Acquisition Letter Dear Mr. Bakhshi: Reference is made to that certain Acquisition Letter, dated as of June 22, 2023 (the “Original Agreement”), between Superlatus Foods, Inc. (the “Company”) and TRxADE Health, Inc., a Delaware corporation (“MEDS” together with the

TRxADE Health, Inc.’s Board of Directors Approves Reverse Stock Split

Exhibit 99.1 TRxADE Health, Inc.’s Board of Directors Approves Reverse Stock Split Lutz, Florida, June 21, 2023 – TRxADE Health, Inc. (Nasdaq: MEDS) (the “Company”), today announced that its board of directors has approved a 1-for-15 reverse stock split of its common stock. The reverse stock split will take effect at 11:59 p.m. Eastern Time on June 21, 2023 and will be effective at the open of bus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 15, 2023 TRxADE HEALTH, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 15, 2023 TRxADE HEALTH, INC.

Form of Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRXADE HEALTH, INC. TRxADE Health Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: First: The name of the Corporation is TRxADE Health Inc. Second: That the Corporation’

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 15, 2023 TRxADE HEALTH, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 15, 2023 TRxADE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-39199 TRxADE HE

Continues Nationwide Expansion of Breakthrough Digital Healthcare Services IT Platform

Exhibit 99.1 TRxADE HEALTH Reports First Quarter Gross Margin of 69% and Q1 2023 Financial Results Continues Nationwide Expansion of Breakthrough Digital Healthcare Services IT Platform TAMPA, FL, May 15, 2023 — TRxADE HEALTH, INC. (NASDAQ: MEDS) (“TRxADE” or the “Company”), a health services IT company focused on digitalizing the retail pharmacy experience by optimizing drug procurement, the pres

Agreement for the Purchase and Sale of Future Receipts dated September 14, 2022, by and between TRxADE HEALTH, INC. and Agile Capital Funding LLC and Guaranty of Performance dated September 14, 2022, by TRxADE HEALTH, INC. in favor of Agile Capital Funding LLC

EX-10.10 2 ex10-10.htm Exhibit 10.10

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 15, 2023 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission File N

TRxADE HEALTH, Inc. – Q1 2023 PowerPoint Presentation

Exhibit 99.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001

As filed with the Securities and Exchange Commission on April 17, 2023

As filed with the Securities and Exchange Commission on April 17, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Exhibit 107 Form S-1 (Form Type) TRxADE HEALTH, INC.

List of Subsidiaries

Exhibit 21.1 Subsidiaries* LIST OF SUBSIDIARIES – ALL 100% OWNED (UNLESS OTHERWISE STATED) Trxade, Inc., a Florida corporation Integra Pharma Solutions, Inc. (formerly Pinnacle Tek, Inc., a Florida corporation) Community Specialty Pharmacy, LLC, a Florida limited liability company Alliance Pharma Solutions, LLC, a Florida limited liability company Bonum Health, LLC, a Delaware limited liability co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 5, 2023 TRxADE HEALTH, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 5, 2023 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 27, 2023 TRxADE HEALTH, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 27, 2023 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission File

List of Subsidiaries

Exhibit 21.1 Subsidiaries* LIST OF SUBSIDIARIES – ALL 100% OWNED (UNLESS OTHERWISE STATED) Trxade, Inc., a Florida corporation Integra Pharma Solutions, Inc. (formerly Pinnacle Tek, Inc., a Florida corporation) Community Specialty Pharmacy, LLC, a Florida corporation Alliance Pharma Solutions, LLC, a Florida corporation Bonum Health, Inc a Delaware corporation Bonum Health, LLC, a Delaware corpora

TRxADE HEALTH, Inc. – Q4 2022 PowerPoint Presentation

EX-99.2 3 ex99-2.htm Exhibit 99.2

Description of Registered Securities

EX-4.1 2 ex4-1.htm EXHIBIT 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes the common stock of TRxADE HEALTH, Inc., a Delaware corporation (“TRxADE” or the “Company”), which common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Only the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-39199 TRxADE HEALTH

TRxADE HEALTH, INC. Consolidated Balance Sheets

EX-99.1 2 ex99-1.htm Exhibit 99.1 TRxADE HEALTH Reports 16% Revenue Growth and Year End 2022 Financial Results Continues Nationwide Expansion of Breakthrough Digital Healthcare Services IT Platform TAMPA, FL, March 27, 2023 — TRxADE HEALTH, INC. (NASDAQ: MEDS) (“TRxADE” or the “Company”), a health services IT company focused on digitalizing the retail pharmacy experience by optimizing drug procure

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 6, 2023 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 27, 2023 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission F

MEDS / Trxade Group Inc / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 armistice-meds123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TRxADE HEALTH, INC. (Name of Issuer) Common Stock, $0.00001 Par Value Per Share (Title of Class of Securities) 89846A207 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the app

Voluntary Withdrawal and Release Agreement effective February 4, 2023, by and between TRxADE HEALTH, INC., SOSRx, LLC and Exchange Health, LLC

Exhibit 10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. VOLUNTARY WITHDRAWAL AND RELEASE AGREEMENT THIS VOLUNTARY WITHDRAWAL AND RELEASE AGREEMENT (the “Agr

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 1, 2023 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 6, 2023 TRxADE HEALTH, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 6, 2023 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 30, 2023 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fi

Membership Interest Purchase Agreement dated January 20, 2023, by and among Community Specialty Pharmacy, LLC, Wood Sage, LLC, as buyer, and TRxADE HEALTH, Inc., as seller

Exhibit 10.2 Membership Interest PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) is made as of January 2023, by and among Wood Sage, LLC, Florida limited liability company (“Buyer”), Community Specialty Pharmacy, LLC, a Florida limited liability company (“Company”) and TRxADE HEALTH, Inc., a Delaware corporation (Seller). Buyer, Company and Seller are each referred to

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 20, 2023 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fi

Membership Interest Purchase Agreement dated January 20, 2023, by and among Alliance Pharma Solutions, LLC, Wood Sage, LLC, as buyer, and TRxADE HEALTH, Inc., as seller

EX-10.1 2 ex10-1.htm Exhibit 10.1 Membership Interest PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) is made as of January 2022, by and among Wood Sage, LLC, Florida limited liability company (“Buyer”), Alliance Pharma Solutions, LLC, a Florida limited liability company (“Company”) and TRxADE HEALTH, Inc., a Delaware corporation (Seller). Buyer, Company and Seller are

Third Amendment to Employment Agreement with Surendra Ajjarapu dated January 17, 2023 and effective September 1, 2022 (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed on January 20, 2023).

Exhibit 10.4 TRXADE HEALTH, INC. THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on January 17, 2023, and effective as of September 1, 2022 (the “Effective Date”), by and between TRxADE HEALTH, INC., a Delaware corporation (the “Company”), and Suren Ajjarapu, an individual (the “Executive”) (each of the Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 16, 2023 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fi

Second Amendment to Offer Letter between TRxADE HEALTH, Inc. and Janet Huffman dated January 17, 2023 and effective September 1, 2022

Exhibit 10.10 TRXADE HEALTH, INC. SECOND AMENDMENT TO OFFER LETTER THIS SECOND AMENDMENT TO OFFER LETTER (this “Amendment”) is entered into on January 17, 2023, and effective as of September 1, 2022 (the “Effective Date”), by and between TRxADE HEALTH, INC., a Delaware corporation (the “Company”), and Janet Huffman, an individual (the “Executive”) (each of the Company and Executive are referred to

Second Amendment to Employment Agreement between Trxade, Inc. and Prashant Patel dated January 17, 2023 and effective September 1, 2022

EX-10.7 3 ex10-7.htm Exhibit 10.7 TRXADE, INC. SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on January 17, 2023, and effective as of September 1, 2022 (the “Effective Date”), by and between TRxADE, INC., a Florida corporation (the “Company”), and Prashant Patel, an individual (the “Executive”) (each of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 3, 2023 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 20, 2022 TRxADE HEALTH,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 20, 2022 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission F

Trxade Group, Inc. 2019 Equity Incentive Plan Notice of Restricted Stock Grant and Restricted Stock Grant Agreement (CFO Grant December 2022)

Exhibit 10.1 TRXADE HEALTH, INC. 2019 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK GRANT Capitalized but otherwise undefined terms in this Notice of Restricted Stock Grant and the attached Restricted Stock Grant Agreement shall have the same defined meanings as in the TRxADE HEALTH, INC. Amended and Restated 2019 Equity Incentive Plan (as amended from time to time) (as amended from time to tim

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 13, 2022 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission F

TRXADE HEALTH, INC. 2,663,045 Shares of Common Stock

424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-268574 PROSPECTUS TRXADE HEALTH, INC. 2,663,045 Shares of Common Stock This prospectus relates to the resale by the selling stockholder (which term includes its respective donees, pledgees, transferees, or other successors-in-interest) named herein of 2,663,045 shares of common stock, par value $0.00001 per share, which we

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 29, 2022 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission F

November 30, 2022

November 30, 2022 VIA EDGAR Division of Corporate Finance U.S. Securities and Exchange Commission Office of Trade & Services 100 F Street, N.E. Washington D.C. 20549 Re: TRxADE HEALTH, INC. Form S-1 Registration Statement Filed November 28, 2022 File No. 333-268574 Acceleration Request Request Date: Friday, December 2, 2022 Request Time: 4:00 p.m. Eastern Time (or as soon thereafter as practicable

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Exhibit 107 Form S-1 (Form Type) TRxADE HEALTH, INC.

List of Subsidiaries

EX-21.1 3 ex21-1.htm SUBSIDIARIES Exhibit 21.1 Subsidiaries* LIST OF SUBSIDIARIES – ALL 100% OWNED (UNLESS OTHERWISE STATED) Trxade, Inc., a Florida corporation Integra Pharma Solutions, Inc. (formerly Pinnacle Tek, Inc., a Florida corporation) Community Specialty Pharmacy, LLC, a Florida limited liability company Alliance Pharma Solutions, LLC, a Florida limited liability company Bonum Health, LL

As filed with the Securities and Exchange Commission on November 28, 2022

As filed with the Securities and Exchange Commission on November 28, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)). ☒ Definitive Proxy Statem

Agreement for the Purchase and Sale of Future Receipts dated September 14, 2022, by and between TRxADE HEALTH, INC. and Agile Capital Funding LLC and Guaranty of Performance dated September 14, 2022, by TRxADE HEALTH, INC. in favor of Agile Capital Funding LLC

Exhibit 10.10

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 7, 2022 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fi

TRxADE HEALTH, Inc. – Q3 2022 PowerPoint Presentation

Exhibit 99.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-39199 TRxAD

Continues Nationwide Expansion of Breakthrough Digital Healthcare Services IT Platform

Exhibit 99.1 TRxADE HEALTH Reports Third Quarter Gross Margin of 58% and Q3 2022 Financial Results Continues Nationwide Expansion of Breakthrough Digital Healthcare Services IT Platform TAMPA, FL, November 7, 2022 ? TRxADE HEALTH, INC. (NASDAQ: MEDS)(?TRxADE? or the ?Company?), a health services IT company focused on digitalizing the retail pharmacy experience by optimizing drug procurement, the p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 17, 2022 TRxADE HEALTH, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 17, 2022 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fi

MEDS / Trxade Group Inc / AJJARAPU SURENDRA K Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* TRXADE HEALTH, INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 89846A207 (CUSIP Number) Suren Ajjarapu 2420 Brunello Trace Lutz, Florida 33558 (800) 261-0281 (Name, Address and Telephone Number of Person

MEDS / Trxade Group Inc / Patel Prashant Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* TRXADE HEALTH, INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 89846A207 (CUSIP Number) Prashant Patel 2420 Brunello Trace Lutz, Florida 33558 (800) 261-0281 (Name, Address and Telephone Number of Person

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 13, 2022 TRxADE HEALTH, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 13, 2022 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 4, 2022 TRxADE HEALTH, INC. (Exact name of Registrant as specified in its charter) Delaware 001-39199 46-3673928 (State or other jurisdiction of incorporation) (Commission Fil

Form of Securities Purchase Agreement dated October 4, 2022, by and between TRxADE HEALTH, INC. and the Purchaser

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of October 4, 2022 between TRxADE HEALTH, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions set

Form of Pre-Funded Common Stock Purchase Warrant

Exhibit 4.1 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT Trxade HEALTH, Inc. Warrant Shares: 601,740 Initial Exercise Date: October 7, 2022 Issue Date: October 7, 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafte

TRxADE Health Announces Pricing of $1.8 Million Registered Direct Offering

Exhibit 99.1 TRxADE Health Announces Pricing of $1.8 Million Registered Direct Offering LUTZ, FL / ACCESSWIRE / October 4, 2022 / TRxADE HEALTH, INC. (NASDAQ:MEDS) (?TRxADE? or the ?Company?), a health services IT company focused on digitalizing the retail pharmacy experience by optimizing drug procurement, the prescription journey and patient engagement in the U.S., today announced that it has en

Form of Common Stock Purchase Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Placement Agency Agreement dated October 4, 2022, between TRxADE HEALTH, INC. and Maxim Group LLC

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