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Smart RX Systems Inc. – ‘1-A’ on 12/15/20

On:  Tuesday, 12/15/20, at 4:40pm ET   ·   Accession #:  1104659-20-135758   ·   File #:  24-11384

Previous ‘1-A’:  ‘1-A/A’ on 2/7/19   ·   Next:  ‘1-A/A’ on 12/20/21   ·   Latest:  ‘1-A’ on 4/18/24   ·   13 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/15/20  Smart RX Systems Inc.             1-A                    6:2M                                     Toppan Merrill/FA

Offering Statement   —   Form 1-A   —   Reg. A/A+
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 1-A         Offering Statement -- primary_doc.xml               HTML      3K 
 2: PART II AND III  Offering Statement - Parts II and III          HTML    948K 
 3: EX1A-6 MAT CTRCT  Exhibit 6.1                                   HTML     52K 
 4: EX1A-6 MAT CTRCT  Exhibit 6.5                                   HTML     35K 
 5: EX1A-6 MAT CTRCT  Exhibit 6.6                                   HTML      9K 
 6: EX1A-11 CONSENT  Exhibit 11.1                                   HTML      6K

‘1-A’   —   Offering Statement — primary_doc.xml



        

This ‘1-A’ Document is an XML Data File that may be rendered in various formats:

  Form 1-A    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Offering Statement
 
schemaVersion:

1-A: Filer Information

Issuer CIK
0001672227 
Issuer CCC
XXXXXXXX 
DOS File Number
 
Offering File Number
 
Is this a LIVE or TEST Filing? Radio button checked LIVE Radio button not checked TEST
Would you like a Return Copy? Checkbox not checked
Notify via Filing Website only? Checkbox not checked
Since Last Filing? Checkbox not checked

Submission Contact Information

Name
 
Phone
 
E-Mail Address
 

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter

SMART RX SYSTEMS INC 

Jurisdiction of Incorporation / Organization

FLORIDA  

Year of Incorporation

2013 

CIK

0001672227 

Primary Standard Industrial Classification Code

RETAIL-DRUG STORES AND PROPRIETARY STORES 

I.R.S. Employer Identification Number

46-3476042 

Total number of full-time employees

18 

Total number of part-time employees

1 

Contact Infomation

Address of Principal Executive Offices

Address 1

ATTN: MICHAEL SCILLIA 

Address 2

18946 N. DALE MABRY HWY 

City

LUTZ 

State/Country

FLORIDA  

Mailing Zip/ Postal Code

33548 

Phone

954-254-0044 

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name

Thomas G. Voekler, Esq. 

Address 1

 

Address 2

 

City

 

State/Country

 

Mailing Zip/ Postal Code

 

Phone

 

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Industry Group (select one) Radio button not checked Banking Radio button not checked Insurance Radio button checked Other

Balance Sheet Information

Cash and Cash Equivalents

$ 64701.00 

Investment Securities
$ 0.00 
Total Investments

$  

Accounts and Notes Receivable

$ 162518.00 

Loans

$  

Property, Plant and Equipment (PP&E):

$ 1214121.00 

Property and Equipment

$  

Total Assets

$ 8155832.00 

Accounts Payable and Accrued Liabilities

$ 2052846.00 

Policy Liabilities and Accruals

$  

Deposits

$  

Long Term Debt

$ 1910542.00 

Total Liabilities

$ 3963389.00 

Total Stockholders' Equity

$ 4192443.00 

Total Liabilities and Equity

$ 8155832.00 

Statement of Comprehensive Income Information

Total Revenues

$ 1736221.00 

Total Interest Income

$  

Costs and Expenses Applicable to Revenues

$ 3389513.00 

Total Interest Expenses

$  

Depreciation and Amortization

$ 499716.00 

Net Income

$ -2682237.00 

Earnings Per Share - Basic

$ -3.45 

Earnings Per Share - Diluted

$ -1.60 

Name of Auditor (if any)

Soto Accounting, LLC 

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity

Original Common 

Common Equity Units Outstanding

552100 

Common Equity CUSIP (if any):

000000000 

Common Equity Units Name of Trading Center or Quotation Medium (if any)

None 

Common Equity

Name of Class (if any) Common Equity

Class A Common 

Common Equity Units Outstanding

146000 

Common Equity CUSIP (if any):

000000000 

Common Equity Units Name of Trading Center or Quotation Medium (if any)

None 

Common Equity

Name of Class (if any) Common Equity

Class A Plus Common 

Common Equity Units Outstanding

75400 

Common Equity CUSIP (if any):

000000000 

Common Equity Units Name of Trading Center or Quotation Medium (if any)

None 

Common Equity

Name of Class (if any) Common Equity

Class REG A Common 

Common Equity Units Outstanding

0 

Common Equity CUSIP (if any):

000000000 

Common Equity Units Name of Trading Center or Quotation Medium (if any)

None 

Common Equity

Name of Class (if any) Common Equity

Class AA Common 

Common Equity Units Outstanding

4800 

Common Equity CUSIP (if any):

000000000 

Common Equity Units Name of Trading Center or Quotation Medium (if any)

None 

Common Equity

Name of Class (if any) Common Equity

Class AA Plus 

Common Equity Units Outstanding

5300 

Common Equity CUSIP (if any):

000000000 

Common Equity Units Name of Trading Center or Quotation Medium (if any)

None 

Preferred Equity

Preferred Equity Name of Class (if any)

Original Non-Voting Preferred 

Preferred Equity Units Outstanding

2163800 

Preferred Equity CUSIP (if any)

000000000 

Preferred Equity Name of Trading Center or Quotation Medium (if any)

None 

Preferred Equity

Preferred Equity Name of Class (if any)

Series A Non-Voting Preferred 

Preferred Equity Units Outstanding

269150 

Preferred Equity CUSIP (if any)

000000000 

Preferred Equity Name of Trading Center or Quotation Medium (if any)

None 

Preferred Equity

Preferred Equity Name of Class (if any)

Series A Plus Non-Voting Pref 

Preferred Equity Units Outstanding

215000 

Preferred Equity CUSIP (if any)

000000000 

Preferred Equity Name of Trading Center or Quotation Medium (if any)

None 

Preferred Equity

Preferred Equity Name of Class (if any)

Pref Series 2018 Special 8 pct 

Preferred Equity Units Outstanding

30000 

Preferred Equity CUSIP (if any)

000000000 

Preferred Equity Name of Trading Center or Quotation Medium (if any)

None 

Preferred Equity

Preferred Equity Name of Class (if any)

Series REG A Non-Voting Pref 

Preferred Equity Units Outstanding

0 

Preferred Equity CUSIP (if any)

000000000 

Preferred Equity Name of Trading Center or Quotation Medium (if any)

None 

Preferred Equity

Preferred Equity Name of Class (if any)

Series AA Non-Voting Preferred 

Preferred Equity Units Outstanding

13500 

Preferred Equity CUSIP (if any)

000000000 

Preferred Equity Name of Trading Center or Quotation Medium (if any)

None 

Preferred Equity

Preferred Equity Name of Class (if any)

Series AA Plus Plus Non-Voting 

Preferred Equity Units Outstanding

26500 

Preferred Equity CUSIP (if any)

000000000 

Preferred Equity Name of Trading Center or Quotation Medium (if any)

None 

Debt Securities

Debt Securities Name of Class (if any)

None 

Debt Securities Units Outstanding

0 

Debt Securities CUSIP (if any):

000000000 

Debt Securities Name of Trading Center or Quotation Medium (if any)

None 

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

Checkbox checked

  • Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
  • Principal place of business is in the United States or Canada.
  • Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
  • Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
  • Not an investment company registered or required to be registered under the Investment Company Act of 1940.
  • Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
  • Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
  • Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
  • Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Checkbox checked

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

Checkbox not checked

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering Radio button not checked Tier1 Radio button checked Tier2
Check the appropriate box to indicate whether the financial statements have been audited Radio button not checked Unaudited Radio button checked Audited
Types of Securities Offered in this Offering Statement (select all that apply)
Checkbox checkedEquity (common or preferred stock) 

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security
$ 10.0000 
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer
$ 50000000.00 
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders
$ 0.00 
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement
$ 0.00 
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement
$ 0.00 
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)
$ 50000000.00 

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider
Hickory Capital, LLC, et.al.
Underwriters - Fees
$ 1250000.00 
Sales Commissions - Name of Service Provider
Hickory Capital, LLC, et.al.
Sales Commissions - Fee
$ 3125000.00 
Finders' Fees - Name of Service Provider
None
Finders' Fees - Fees
$ 0.00 
Accounting or Audit - Name of Service Provider
Soto Accounting, LLC
Accounting or Audit - Fees
$ 20600.00 
Legal - Name of Service Provider
Kaplan, Voekler, Cunningham & Frank, PLC
Legal - Fees
$ 75000.00 
Promoters - Name of Service Provider
None
Promoters - Fees
$ 0.00 
Blue Sky Compliance - Name of Service Provider
Kaplan, Voekler, Cunningham & Frank, PLC
Blue Sky Compliance - Fees
$ 25000.00 
CRD Number of any broker or dealer listed:
 
Estimated net proceeds to the issuer
$ 45305000.00 
Clarification of responses (if necessary)
We engaged Hickory Capital as one of our Co-Managers and our FINRA representative, and expect to engage additional Co-Managers prior to and after qualification to lead a syndicate of selected dealers. Each of our Co-Managers will act as Co-Underwriters.
 

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions

ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
DISTRICT OF COLUMBIA
PUERTO RICO

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None Checkbox not checked
Same as the jurisdictions in which the issuer intends to offer the securities Checkbox checked
Selected States and Jurisdictions

ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
DISTRICT OF COLUMBIA
PUERTO RICO

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None Checkbox not checked

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
Smart Rx Systems, Inc. 
(b)(1) Title of securities issued
Class A Super Voting Convertible Common Stock
 
(2) Total Amount of such securities issued
30000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0 
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
In the fourth quarter of 2019 and the first quarter of 2020, we issued a total of 25,000 and 5,000 shares, respectively, of our Class A Super Voting Convertible Common stock, which were intended for key employees or contractors, and directors, under the Key Plan, for the consideration of an aggregate of $3.00 in cash. Such stock has a par value and purchase price of $0.0001 per share, pursuant to awards granted to new directors and officers, and key contractors and employees under the Key Plan. The purchase price of $0.0001 per share was determined by our board of directors at the time of the origination of the Key Plan. Such shares of stock have 10 to 1 super-voting rights and 10 to 1 conversion rights.
 
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
 

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
Smart Rx Systems, Inc. 
(b)(1) Title of securities issued
Class A Super Voting Convertible Common
 
(2) Total Amount of such securities issued
25000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0 
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
In the fourth quarter of 2019, we issued 25,000 shares of Class A Super Voting Convertible Common to our new President and Chairman of the board of directors, Mr. Swatantra "Santu" Rohatgi, for his promotion to these positions and for recognition of his value to the Company in his increased responsibilities. Pursuant to board of directors' decision and our Key Plan, such shares were issued to him for the consideration of an aggregate of $2.50 in cash. Par value of the shares is $0.0001 per share, as well as credit of additional paid-in capital value subject to audit and therefore indeterminate at the time of issuance. The credit shall be added by journal entry after the audit is complete during the second quarter of 2020.
 
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
 

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
Smart Rx Systems, Inc. 
(b)(1) Title of securities issued
Series AA (AA plus plus) Non-Voting Redeemable Cumulative Preferred and Class AA Super Voting
 
(2) Total Amount of such securities issued
26500
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0 
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
In the third quarter of 2020, we issued 26,500 Series AA++ Non-Voting Redeemable Cumulative Preferred for the consideration of an aggregate of $265,000, at $10 per share purchase price. The purchase price of $10 per share was determined by our board of directors. The redemption value is at $12.60 per share.
 
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
 

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
Smart Rx Systems, Inc. 
(b)(1) Title of securities issued
Convertible Common Shares
 
(2) Total Amount of such securities issued
5300
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0 
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
In the third quarter of 2020, simultaneous to these issuances of Preferred above, we issued to the same purchasers of these Series AA++ Preferred, an aggregate number of 5,300 Class AA+ Super Voting Convertible Preemptive Rights Common Shares, par value of $0.0001 per shares, at a purchase price of Par Value, or cumulatively, Fifty-Three cents ($0.53) for the 5,300 shares of Common. The purchase price of Par Value per share was determined by our board of directors.
 
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
 

Unregistered Securities Act

(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption
For the above issuances, our company relied on the private placement exemption found in Section 4(a)(2) of the Securities Act of 1933. There was no public solicitation with respect to this issuance.
 

12 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/18/24  Smart RX Systems Inc.             1-A                    5:1.5M                                   Nuvo Group, Inc./FA
 1/25/24  Smart RX Systems Inc.             1-SA        6/30/22    1:98K                                    Nuvo Group, Inc./FA
12/14/23  Smart RX Systems Inc.             1-A POS                3:1.6M                                   Nuvo Group, Inc./FA
10/20/23  Smart RX Systems Inc.             1-A POS                6:5.7M                                   Nuvo Group, Inc./FA
 9/28/23  Smart RX Systems Inc.             1-SA        6/30/23    1:110K                                   Nuvo Group, Inc./FA
 8/25/23  Smart RX Systems Inc.             1-K        12/31/22    2:478K                                   Nuvo Group, Inc./FA
 7/13/22  Smart RX Systems Inc.             1-A/A                  4:1.4M                                   Toppan Merrill/FA
 6/21/22  Smart RX Systems Inc.             1-A/A                 17:15M                                    Toppan Merrill/FA
 5/09/22  Smart RX Systems Inc.             1-A/A                  3:1.3M                                   Toppan Merrill/FA
 3/28/22  Smart RX Systems Inc.             1-A/A                  3:1.4M                                   Toppan Merrill/FA
 2/16/22  Smart RX Systems Inc.             1-A/A                  3:1.6M                                   Toppan Merrill/FA
12/20/21  Smart RX Systems Inc.             1-A/A      12/17/21    2:1.6M                                   Toppan Merrill/FA

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/20/18  Smart RX Systems Inc.             1-A/A                 13:35M                                    Toppan Merrill/FA
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