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 3, 2020

Trxade Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

3840 Land O’ Lakes Blvd

Land O’ Lakes, Florida 34639

(Address of principal executive offices zip code)

800-261-0281

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

As previously reported in the Current Report on Form 8-K filed by Trxade Group, Inc. (the “Company”, “we” and “us”) with the Securities and Exchange Commission on April 16, 2020, on April 14, 2020, the Board of Directors approved the grant of (a) 5,000 shares of restricted common stock to the Company’s legal counsel; (b) 12,500 shares of restricted common stock to Howard A. Doss, the Company’s Chief Financial Officer (CFO), and (b) 8,987 shares of restricted stock to each of the three independent members of the Board of Directors of the Company (Mr. Donald G. Fell, Dr. Pamela Tenaerts, and Mr. Michael L. Peterson), which vest at the rate of 1/4th of such shares on July 1 and October 1, 2020 and January 1 and April 1, 2021, subject to such persons continuing to provide services to the Company on such dates, subject to the terms of the Company’s Amended and Restated 2019 Equity Incentive Plan (the “Plan”) and the Restricted Stock Grant Agreements entered into to evidence such awards.

Subsequently, the Board of Directors of the Company authorized amendments to the Restricted Stock Grant Agreements evidencing the April 14, 2020 grants of restricted stock to each of the persons named above (including the Company’s CFO)(which were executed by the Company on August 3, 2020), to amend the original grants of such restricted stock shares described above to provide that such restricted stock vests immediately (a) upon the death of an award recipient; (b) upon the Retirement (as defined in the applicable award agreement) of an award recipient; and (c) upon a Change of Control (as defined in the Plan).

A form of the First Amendment to Trxade Group, Inc. 2019 Equity Incentive Plan Restricted Stock Grant Agreement entered into with each of the restricted stock recipients above is attached hereto as Exhibit 10.4 and incorporated into this Item 5.02 in its entirety, by reference.

Item 9.01 Financial Statements and Exhibits.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

* Filed herewith.

Exhibit 10.4

FIRST AMENDMENT TO

TRXADE GROUP, INC. 2019 EQUITY INCENTIVE PLAN

RESTRICTED STOCK GRANT AGREEMENT

This First Amendment to Restricted Stock Grant Agreement (“Agreement”), dated as of July 23, 2020 (the “Effective Date”), amends that certain Trxade Group, Inc. 2019 Equity Incentive Plan Restricted Stock Grant Agreement dated April 14, 2020 (the “Award Agreement”, which term shall include the Notice of Restricted Stock Grant which forms the first page thereof), entered into between [Grantee] (the “Grantee”) and Trxade Group, Inc., a Delaware corporation (the “Company”), pursuant to which Grantee was issued [Shares] shares of Restricted Stock of the Company. Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Award Agreement and the Company’s Amended and Restated 2019 Equity Incentive Plan, as applicable.

WHEREAS, the Company’s Board of Directors has approved amendments to the Award Agreement to provide that the Restricted Stock shall vest immediately upon (a) the death of Grantee; (b) the Retirement of the Grantee; and (c) a Change of Control of the Company (collectively, the “Board Approved Amendments”); and

WHEREAS, the Company and Grantee desire to amend the Award Agreement on the terms and conditions set forth below, to reflect the Board Approved Amendments.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof, the parties hereto agree as follows:

1. Amendments to Award Agreement.

(A) For the sake of clarity, and in an abundance of caution, the Company and the Grantee confirm and acknowledge that all references to ‘Restricted Stock’ in the Award Agreement shall refer to the ‘Shares’ referenced in the Notice of Restricted Stock Grant which forms the first page of the Award Agreement.

(B) Effective as of the Effective Date, Section 3(c) of the Award Agreement shall be amended and restated to read as follows:

“(c) Any Nonvested Shares will automatically vest and become nonforfeitable if Grantee’s service with the Company ceases owing to the Grantee’s (a) death; or (b) Retirement.”

(C) Effective as of the Effective Date, Section 3(d) of the Award Agreement shall be amended and restated to read as follows:

“(d) Any Nonvested Shares will vest and become nonforfeitable immediately prior to the date of a Change of Control, provided that the Board (or an authorized committee thereof), in its discretion, may also accelerate the time at which all or any portion of Grantee’s Nonvested Shares will vest prior to a contemplated Change of Control.”

(D) Effective as of the Effective Date, Section 4 of the Award Agreement shall be amended and restated to read as follows:

“4. Forfeiture of Nonvested Shares. Except as provided herein, if Grantee’s service with the Company ceases for any reason (including Disability) other than Grantee’s (a) Retirement or (b) death, any Nonvested Shares will be automatically forfeited to the Company for no consideration; unless the Board (or an authorized committee thereof) provides otherwise, and provided, however, that the Board (or an authorized committee thereof) may cause any Nonvested Shares immediately to vest and become nonforfeitable if Grantee’s service with the Company is terminated by the Company without Cause.”

2. Effect of Agreement; Award Agreement to Continue in Full Force and Effect. Upon the effectiveness of this Agreement, each reference in the Award Agreement to “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Award Agreement as modified or amended hereby. Except as specifically modified or amended herein, the Award Agreement and the terms and conditions thereof shall remain in full force and effect.

3. Entire Agreement. This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the parties, whether written, oral or otherwise. This Agreement shall be read in connection with the Award Agreement (as amended hereby).

4. Counterparts and Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, ..jpeg or similar attachment to electronic mail shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

[Remainder of page left intentionally blank. Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written to be effective as of the Effective Date.