Urgent Company Parent Co. Sued By Eat Well Investment Group
Eat Well Investment Group is accusing Superlatus Foods of fraudulently selling its plant-based food tech platform to avoid contractual obligations and scamming $10 million in cash and common stock, according to a lawsuit filed in U.S. District Court in Florida’s Middle District on January 6.
Superlatus quickly gained momentum in 2023, announcing a string of acquisitions and plans to merge with publicly-traded IT health services company TRxADE Health. The platform purchased a handful of food tech companies in 2023 including Perfect Day’s CPG arm, The Urgent Company, as well as Spero Foods and Sapientia Technology.
Alongside those acquisitions, TRxADE sold its established health services tech portfolio for $26 million in October 2023 and merged with Superlatus as it worked to build a publicly-traded, fully plant-based food platform.
However, Eat Well, an investor in TRxADE Health Inc., Superlatus Inc., alleges that it was cheated out of nearly $10 million after the CEOs of the newly-combined company “colluded” to avoid contractual obligations and sold Superlatus to then-interim CEO Tim Alford for $1 in March 2024; Alford was listed as a representative for the buyer in the stock purchase agreement and now serves as COO of the newly formed Superlatus Foods, according to LinkedIn.
From that transaction, Eat Well was owed $8.5 million in common stock, $1.5 million in cash liabilities as well as the dividends it would have received as a shareholder. Eat Well claims that the sale to an “insider-controlled entity” is evidence that the transaction was not made in good faith, arguing that TRxADE CEO Suren Ajjarapu failed to meet his fiduciary obligations to shareholders, including Eat Well, by not ensuring compliance with the company’s contractual obligations under the MIPA.
“This sale was a sham, designed to offload the entity that was contractually indebted to Eat Well, thereby evading Superlatus’s obligations under the MIPA and hindering Eat Well’s ability to recover the amounts owed,” the complaint reads. “By disposing of Superlatus in this manner, defendants sought to defraud a known creditor and further deprive Eat Well of its rights under the MIPA.”
Following the sale to Alford, Superlatus became Superlatus Foods and separated from TRxADE; currently its website lists Sapientia Technology, producer of plant-based protein curls and crispy puff style snacks, as its only portfolio asset. Products from Urgent Company brands, such Brave Robot and Coolhaus ice cream, appear to be available online; an announcement in 2023 claims that it had partnered with Rainforest Distributors to make the items available in nearly 3,000 retailers nationwide.
By July 2024, TRxADE completed an all-stock merger with New York pharmaceutical company Scienture, LLC; TRxADE acquired all of Scienture’s assets for $103 million and rebranded itself to Scienture Holdings, Inc. It continues to trade on the Nasdaq under the symbol SCNX.
According to Eat Well, the alleged scheme was devised “to hinder, delay, or defraud Eat Well as a creditor.”
“This maneuver removed obligations owed to Eat Well from the balance sheet of Superlatus and insulated Defendants from liability,” the complaint states.
Superlatus has not responded to Nosh’s requests for comment at the time of publication.
