TRxADE enters binding LOI to acquire Superlatus; 3.84M shares valued at $58.61/share

Scienture Holdings, Inc.

Superlatus shareholders to receive 3,839,176 MEDS shares: 19.99% common stock plus non-voting preferred.
Transaction valued at $58.61 per share; combined targets must be valued at least $225M.
Definitive merger agreement subject to due diligence, audited financials, and Nasdaq approval.
Superlatus must first acquire Sapentia and Prestige Farms within 45 days of LOI.
LOI may be terminated unilaterally by TRxADE or after 60-day due diligence period.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Scienture Holdings, Inc. amended Amendment to Acquisition Letter with Superlatus, Inc. valued at Amendment to correct the number of shares to be received by Superlatus shareholders upon closing of (effective 2023-06-23).

Action: amendment
Agreement: merger
Counterparty: Superlatus, Inc.
Value: Amendment to correct the number of shares to be received by Superlatus shareholders upon closing of
Effective: 2023-06-23

Exact text from the filing

On June 23, 2023, the Company and Superlatus entered into an amendment (the “Amendment to Acquisition Letter”) to the LOI to correct the number of shares to be received by Superlatus shareholders upon closing of the Merger.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Scienture Holdings, Inc. entered into Binding Letter of Intent for Merger with Superlatus, Inc. valued at 3,839,176 shares of the Company, valued at $58.61 per share, comprised of common stock (19.99% of to (effective 2023-06-22).

Action: entry
Agreement: merger
Counterparty: Superlatus, Inc.
Value: 3,839,176 shares of the Company, valued at $58.61 per share, comprised of common stock (19.99% of to
Effective: 2023-06-22

Exact text from the filing

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

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Scienture Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-23-022283

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