33 unchanged sentences
herein as our fourth quarter.
−Removed: Fiscal 2021 means the year ended December 31, 2021, whereas fiscal 2020 means the year ended December 31,
+Added: “Fiscal 2022” means the Fiscal year ended December 31, 2022, whereas Fiscal 2021 means the
+Added: year ended December 31, 2021.
the context requires otherwise, references to the “ Company, ” “ we, ” “ us, ” “ our, ”
9 unchanged sentences
Our SEC filings are available to the
−Removed: public over the Internet at the SEC’s website at www.sec.gov and are available for download, free of charge, soon after
+Added: public over the Internet at the SEC’s website at http://www.sec.gov and are available for download, free of charge, soon after
such reports are filed with or furnished to the SEC, on the “ NASDAQ:
1 unchanged sentence
of our website at www.rx.trxade.com .
−Removed: Copies of documents filed by us with the SEC
−Removed: are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone
−Removed: number set forth on the cover page of this Report.
−Removed: Our website addresses are www.rx.trxade.com
−Removed: www.trxadegroup.com , www.rx.trxade.com , www.bonumhealth.com , www.comsprx.com , and www.rxintegra.com .
+Added: Copies of documents filed by us with the SEC are also available from us without charge, upon
+Added: oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this
+Added: Our website addresses are www.rx.trxade.com www.trxadegroup.com , www.rx.trxade.com , www.bonumhealth.com ,
+Added: www.comsprx.com , and www.rxintegra.com .
Information on our websites is not incorporated by reference into this Form 10-K.
−Removed: The information
−Removed: on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part
−Removed: of this Report.
+Added: The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be
+Added: considered a part of this Report.
AND ORGANIZATIONAL HISTORY
60 unchanged sentences
2020 Reverse Stock Split and NASDAQ Capital Market Listing
−Removed: October 9, 2019, our Board of Directors, and on October 15, 2019, stockholders holding a majority of our outstanding voting shares, approved
−Removed: resolutions authorizing a reverse stock split of the outstanding shares of our common stock in the range from one-for-two (1-for-2) to
−Removed: one-for-ten (1-for-10), and provided authority to our Board of Directors to select the ratio of the reverse stock split in their discretion
−Removed: (the “ Stockholder Authority ”).
−Removed: On February 12, 2020, the Board of Directors of the Company approved a stock split
−Removed: ratio of 1-for-6 (“ Reverse Stock Split ”) in connection with the Stockholder Authority and the Company filed a Certificate
−Removed: of Amendment with the Secretary of Delaware to affect the Reverse Stock Split.
−Removed: The Reverse Stock Split became effective at 12:01 a.m.
+Added: October 9, 2019, our Board of Directors, and on October 15, 2019, stockholders holding a majority of our outstanding voting shares,
+Added: approved resolutions authorizing a reverse stock split of the outstanding shares of our common stock in the range from one-for-two
+Added: (1-for-2) to one-for-ten (1-for-10), and provided authority to our Board of Directors to select the ratio of the reverse stock split
+Added: in their discretion (the “ Stockholder Authority ”).
+Added: On February 12, 2020, the Board of Directors of the Company
+Added: approved a stock split ratio of 1-for-6 (“ Reverse Stock Split ”) in connection with the Stockholder Authority and
+Added: the Company filed a Certificate of Amendment with the Secretary of State of Delaware to affect the Reverse Stock Split.
+Added: Stock Split became effective at 12:01 a.m.
Eastern Standard Time on February 13, 2020.
−Removed: The Reverse Stock Split was completed in order to allow us to meet the initial criteria of
−Removed: The NASDAQ Capital Market.
+Added: The Reverse Stock Split was completed in
+Added: order to allow us to meet the initial listing criteria of The NASDAQ Capital Market.
common stock was approved for listing on The NASDAQ Capital Market under the symbol “ MEDS ”, on February 13, 2020.
13 unchanged sentences
own 100% of Alliance Pharma Solutions, LLC (d.b.a.
−Removed: DelivMeds), a Florida limited liability company, which was founded in
−Removed: January 2018 (“ Alliance ”).
−Removed: Alliance previously owned 30% of SyncHealth MSO, LLC (“ SyncHealth ”)
−Removed: which was part of a joint venture formed in January 2019 with PanOptic Health, LLC (“ PanOptic ”) with the goal of enabling
−Removed: independent retail pharmacies to better compete with large national pharmacies on pricing, distribution and logistics.
−Removed: We did not realize
−Removed: any income from the joint venture, and we terminated the joint venture agreements pursuant to their terms effective as of January 31,
−Removed: 2020, and assigned the 30% ownership of SyncHealth back to PanOptic.
−Removed: As of February 1, 2020, we own no equity in SyncHealth and only
−Removed: the terms of the agreements relating to confidentiality, non-solicitation and each party’s obligation to cease use of the other
−Removed: party’s intellectual property survive the termination.
+Added: DelivMeds), a Florida limited liability company, which was founded in January 2018
+Added: (“ Alliance ”).
+Added: Alliance previously owned 30% of SyncHealth MSO, LLC (“ SyncHealth ”) which was part
+Added: of a joint venture formed in January 2019 with PanOptic Health, LLC (“ PanOptic ”) with the goal of enabling independent
+Added: retail pharmacies to better compete with large national pharmacies on pricing, distribution and logistics.
+Added: We did not realize any income
+Added: from the joint venture, and we terminated the joint venture agreements pursuant to their terms effective as of January 31, 2020, and
+Added: assigned the 30% ownership of SyncHealth back to PanOptic.
+Added: As of February 1, 2020, we own no equity in SyncHealth and only the terms
+Added: of the agreements relating to confidentiality, non-solicitation and each party’s obligation to cease use of the other party’s
+Added: intellectual property survive the termination.
own 100% of Bonum Health, LLC, a Delaware limited liability company which owns our “ Bonum Health Hub ” assets and operations
3 unchanged sentences
previously owned 100% of PharmCentrix, LLC, a Delaware limited liability company which had no revenue in 2020 and was dissolved in December
+Added: In February of 2022 we entered
+Added: into an agreement with Exchange Health to own 51% of SOSRx, LLC a Delaware limited liability company.
+Added: In December of 2022 management
+Added: determined that the subsidiary did not generate significant revenue and the assets were 100% impaired.
+Added: In February of 2023 we voluntarily
+Added: withdrew from the agreement with Exchange Health.
of Community Specialty Pharmacy, LLC
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Health Asset Acquisition
−Removed: October 23, 2019, Bonum Health, LLC, a Delaware limited liability company, and a then newly formed wholly-owned subsidiary of the Company
+Added: October 23, 2019, Bonum Health, LLC, a Delaware limited liability company, and a wholly-owned subsidiary of the Company
(“ Bonum Health ”) entered into an Asset Purchase Agreement with Bonum Health, LLC, a Florida limited liability company
27 unchanged sentences
payment terms and next-day delivery capabilities in unrestrictive states.
−Removed: We have expanded significantly since 2015 and now serve
−Removed: approximately 13,100+ registered members on our sales platform.
+Added: We have expanded significantly since 2015 and now serve approximately
+Added: 14,400+ registered members on our sales platform.
Principal Products and Services and their Markets
4 unchanged sentences
drugs available for purchase by pharmacists.
−Removed: We serve approximately 13,100+ registered members, providing access to Trxade’s
−Removed: proprietary pharmaceutical database and data analytics regarding medication pricing.
−Removed: We generate revenue from these services by charging
−Removed: a transaction fee to the seller of the products for sales conducted via the Trxade platform.
−Removed: The buyers do not bear the cost of transaction
−Removed: fees for the purchases that they make, nor do they pay a fee to join or register with our platform.
−Removed: Substantially all of our revenues
−Removed: during the years ended December 31, 2021 and 2020, were from platform revenue generated on www.rx.trxade.com , product sales through
−Removed: Integra Pharma Solutions, LLC, and prescription sales through Community Specialty Pharmacy, LLC.
−Removed: of current products and services.
−Removed: have a number of products and services still in development, which are described below.
+Added: We serve approximately 14,400+ registered members, providing access to Trxade’s proprietary
+Added: pharmaceutical database and data analytics regarding medication pricing.
+Added: We generate revenue from these services by charging a transaction
+Added: fee to the seller of the products for sales conducted via the Trxade platform.
+Added: The buyers do not bear the cost of transaction fees for
+Added: the purchases that they make, nor do they pay a fee to join or register with our platform.
+Added: Substantially all of our revenues during Fiscal
+Added: 2022 and Fiscal 2021, were from platform revenue generated on www.rx.trxade.com , product sales through Integra Pharma Solutions,
+Added: LLC, and prescription sales through Community Specialty Pharmacy, LLC.
+Added: of current and new or enhanced products and services
+Added: have a number of products and services in operation and others still under development, which are described below.
Pharma Solutions, LLC .
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Specialty Pharmacy, LLC .
−Removed: We acquired Community Specialty Pharmacy, LLC, a Florida limited liability company (“ CSP ”),
−Removed: on October 15, 2018.
+Added: We acquired Community Specialty Pharmacy, LLC, a Florida limited liability company
+Added: (“ CSP ”), on October 15, 2018.
CSP is an accredited pharmacy located in St.
−Removed: Petersburg, Florida.
−Removed: CSP has a focus on specialty medications.
−Removed: company operates with an innovative pharmacy model which offers home delivery services to any patient thereby providing convenience.
+Added: Petersburg, Florida, which focuses on
+Added: specialty medications and operates with an innovative pharmacy model that offers home delivery services to any patient thereby
+Added: providing convenience.
Delivmeds.com .
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To date, we have not generated any revenue from this product.
−Removed: Trxade Prime allows pharmacy members on the Trxade platform to process, consolidate
−Removed: and ship purchase orders that are placed directly with Trxade suppliers via the Trxade Prime service.
−Removed: This is at no cost, with the goal
−Removed: of offering a single tool with one low order minimum, one invoice, one package and one delivery from multiple quality wholesalers and
−Removed: distributors.
−Removed: Revenue has been generated from this service though our Integra subsidiary, which provides the consolidation of the orders.
+Added: Trxade Prime allows pharmacy members on the Trxade platform to process, consolidate and ship purchase orders that are
+Added: placed directly with Trxade suppliers via the Trxade Prime.
+Added: This service is provided at no cost, with the goal of offering a single
+Added: tool with one low order minimum, one invoice, one package and one delivery from multiple quality wholesalers and distributors.
+Added: Revenue has been generated from this service though our Integra subsidiary, which provides the consolidation of the
Health Hub and Application .
3 unchanged sentences
of the hubs purchased at June 30, 2021 in the amount of $143,891, which is included under loss on inventory investments in the statement
−Removed: of operations for the year ended December 31, 2021, in Note 8 - Other Receivables ” to the Notes to Consolidated Financial Statements
−Removed: included herein under “ Item 8.
−Removed: Financial Statements and Supplemental Data ”.
+Added: of operations for Fiscal 2021.
“ Bonum Health app, ” which provides an overall healthcare experience comparable to a Primary Care practitioner, and
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Health Passport .
−Removed: The Health Passport is a patient-centered, digital, precision healthcare platform
−Removed: that lets patients consolidate and control their health data via a digital Health Passport and allows them to share their health profile,
−Removed: tests and vaccinations simply and safely.
−Removed: Secured in a blockchain, the Health Passport includes health and vaccination status verification
−Removed: via a QR code, which is available for travel, entry into stadiums, concert venues, events, offices, industrial plants, warehouses, and
−Removed: other physical access points.
+Added: The Health Passport is a patient-centered, digital, precision healthcare platform that lets patients consolidate
+Added: and control their health data via a digital Health Passport and allows them to share their health profile, tests and vaccinations simply
+Added: Secured in a blockchain, the Health Passport includes health and vaccination status verification via a QR code, which is
+Added: available for travel, entry into stadiums, concert venues, events, offices, industrial plants, warehouses, and other physical access
The Passport stores all of a user’s health records securely in one place.
−Removed: W e have not generated
−Removed: any revenue from this product to date and the product was discontinued at the end of December 2021.
−Removed: We previously owned 100% of MedCheks,
−Removed: LLC, a Delaware limited liability company which was formed in January 2021, had no revenue in 2021 and was dissolved in December 2021.
−Removed: On February 15, 2022, the Company entered into a relationship with Exchange
−Removed: Health, LLC, a technology company providing an online platform for manufacturers and suppliers to sell and purchase pharmaceuticals (“ Exchange
−Removed: SOSRx LLC, a Delaware limited liability company (“ SOSRx ”), was formed, which is owned 51% by the
−Removed: Company and 49% by Exchange Health.
−Removed: All of our product offerings
−Removed: are focused on the United States markets.
−Removed: Some products are restricted just to certain states, depending upon the various applicable
−Removed: state regulations and guidelines pertaining to pharmaceuticals, particularly, and drug businesses, generally.
−Removed: Our services are distributed
−Removed: through our online platform
+Added: We have not generated any revenue from this product
+Added: to date and the product was discontinued at the end of December 2021.
+Added: We previously owned 100% of MedCheks, LLC, a Delaware limited liability
+Added: company which was formed in January 2021, had no revenue in 2021 and was dissolved in December 2021.
+Added: On February 15, 2022, the Company entered into a relationship with Exchange Health, LLC, a technology company providing an online
+Added: platform for manufacturers and suppliers to sell and purchase pharmaceuticals (“ Exchange Health ”).
+Added: SOSRx LLC, a Delaware
+Added: limited liability company (“ SOSRx ”), was formed, which is owned 51% by the Company and 49% by Exchange Health.
+Added: SOSRx did not generate material revenue and in February of 2023, subsequent to Fiscal 2022, the Company voluntarily withdrew from the
+Added: joint venture agreement.
+Added: The asset impairment is reflected in the statement of operations for Fiscal 2022 as impairment of intangible
+Added: Additionally, the Company contributed a cash investment of $275,000 in February of 2022 when the joint venture was formed.
+Added: Company did not recover this investment as part of the withdrawal settlement.
+Added: of our product offerings are focused on the United States markets.
+Added: Some products are restricted just to certain states, depending upon
+Added: the various applicable state regulations and guidelines pertaining to pharmaceuticals, particularly, and drug businesses, generally.
+Added: Our services are distributed through our online platform.
Organizational
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Pharmaceutical Industry
−Removed: to the NCPA 2020 Digest Report, United States pharmaceutical companies comprise a burgeoning estimated $685
−Removed: billion industry by 2023, consisting of over 65,000 pharmacy facilities.
−Removed: Management believes that few platforms are currently in place
−Removed: to bring these participants together to share market knowledge, product pricing transparency and product availability.
−Removed: According to this,
−Removed: the pharmaceutical market is comprised primarily of three wholesalers that control an estimated approximately 92% of the market.
−Removed: management believes that this concentration has, over the years, led to a lack of price and cost transparency, thereby resulting in severe
−Removed: limitations on the purchasing choices of industry participants.
−Removed: These market dynamics have enabled these large wholesalers (McKesson,
−Removed: Cardinal Health and AmerisourceBergen), known as ADR distributors, to dominate the industry with respect to both generic and brand pharmaceuticals.
+Added: to the NCPA 2020 Digest Report, United States pharmaceutical companies comprise a burgeoning estimated $685 billion industry by
+Added: 2023, consisting of over 65,000 pharmacy facilities.
+Added: Management believes that few platforms are currently in place to bring these participants
+Added: together to share market knowledge, product pricing transparency and product availability.
+Added: According to this, the pharmaceutical market
+Added: is comprised primarily of three wholesalers that control an estimated approximately 92% of the market.
+Added: Our management believes that this
+Added: concentration has, over the years, led to a lack of price and cost transparency, thereby resulting in severe limitations on the purchasing
+Added: choices of industry participants.
+Added: These market dynamics have enabled these large wholesalers (McKesson, Cardinal Health and AmerisourceBergen),
+Added: known as ADR distributors, to dominate the industry with respect to both generic and brand pharmaceuticals.
fuel this change, insurance companies (Pharmacy Benefits Management (“ PBM ”) and private health payers) and the federal
46 unchanged sentences
to help pharmacies overcome the complexities related to supply chain purchasing.
−Removed: also anticipate facing competition in the telehealth industry (in connection with “ Bonum Health ”) from current and
−Removed: future health care companies in the telehealth market including, Teladoc Health, Inc., MDLive, Inc., American Well Corporation and Grand
−Removed: Rounds, Inc., among other smaller industry participants.
+Added: also anticipate facing competition in the telehealth industry (in connection with Bonum Health ) from current and future health
+Added: care companies in the telehealth market including, Teladoc Health, Inc., MDLive, Inc., American Well Corporation and Grand Rounds, Inc.,
+Added: among other smaller industry participants.
and Availability of Raw Materials;
8 unchanged sentences
on One or More Major Customers
−Removed: of the date of this filing, we have approximately 13,100+ registered members and over 30 pharmaceutical suppliers as customers,
−Removed: with an estimated market potential of approximately 19,397 independent pharmacies and 1,500 regional and local suppliers.
−Removed: a working relationship with over 25 wholesalers and the nation’s largest buying group.
+Added: of the date of this filing, we have approximately 14,400+ registered members and over 30 pharmaceutical suppliers as customers, with
+Added: an estimated market potential of approximately 20,000+ independent pharmacies and 1,500 regional and local suppliers.
+Added: We have a working
+Added: relationship with over 25 wholesalers and the nation’s largest buying group.
Although we believe those entities are satisfied
4 unchanged sentences
our pharmaceutical pricing benchmarks, PAC.
−Removed: Our business operates under a proprietary software system which includes trade secrets within
−Removed: our database, business practices and pricing model.
+Added: Our business operates under a proprietary software system which includes trade
+Added: secrets within our database, business practices and pricing model.
We also maintain a number of websites.
6 unchanged sentences
of Existing or Probable Government Regulations on the Business
+Added: Reduction Act of 2022
+Added: August 16, 2022, President Joe Biden signed into law the Inflation Reduction Act of 2022, lowering the cost of prescription drugs.
+Added: law will also phase in a cap for out-of-pocket costs for prescriptions and establish a $35 monthly cap per prescription for insulin covered
+Added: by a Medicare prescription drug plan and insulin delivered through traditional pumps.
+Added: Other items included in the law provide for $0
+Added: out-of-pocket expense for certain adult vaccines including the shingles vaccine, Medicare rebates to be paid by companies to Medicare
+Added: beneficiaries if the increase drug prices at a rate larger than the rate of inflation, and also allows the Secretary of HHS the power
+Added: to negotiate prices for select high-cost prescription drugs for Medicare beneficiaries.
+Added: These restrictions to out-of-pocket expenses,
+Added: monthly caps, and control of prescription drug prices may be too significant for many smaller suppliers and pharmacies to overcome.
+Added: Ryan Haight Act
+Added: April 6, 2009, the Drug Enforcement Administration (“DEA”) published the interim final rule of the Ryan Haight Oline Pharmacy
+Added: Consumer Protection Act of 2008 (The Act”), the final rule was effective October 30, 2020.
+Added: The Act requires an in-person medical
+Added: evaluation for prescribing practitioners and modified registration requirements for online pharmacies that distribute controlled substances.
+Added: The Act also assigns responsibility to distributors to avoid supplying pharmacies that service customers of inappropriate websites and
+Added: requires distributors to have responsibility to know pharmacy buying patterns and to confirm their compliance with modified pharmacy
+Added: registration requirements.
+Added: The burden of the additional cost to online pharmacies to comply with the modified registration requirements
+Added: may be too much and the risks to distributors to supply controlled substances to pharmacies that have websites may be too great.
+Added: Rule by DEA on 11/17/2021 re:
+Added: Regulation of Telepharmacy Practice
+Added: November 17, 2021, the DEA published advanced notice of proposed rulemaking to obtain further information regarding the practice of telepharmacy.
+Added: Telepharmacy is not specifically defined by the Controlled Substances Act (“CSA”) or DEA regulations.
+Added: However, to the extent
+Added: that telepharmacies dispense controlled substances, they are under the purview of the CSA and DEA.
+Added: The DEA has opened the comment period
+Added: to January 18, 2022, to obtain information in an effort to be fully informed about the practice, industry, and state regulation of telepharmacy.
+Added: New regulations could have an impact on pharmacies and could affect our business.
Drug Administration Guidelines
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drugs within their borders to be licensed as well.
+Added: February 4, 2022, the FDA published a proposed rule to set national standards for the licensing of prescription drug wholesale distributors
+Added: and third-party logistics providers.
+Added: The comment period was open until June 6, 2022.
+Added: New regulations and requirements for wholesale distributors
+Added: and third-party logistics providers could be too burdensome and could impact our registered suppliers on the Trxade platform.
Florida, Nevada, New Mexico and Indiana define the normal distribution channel to not include the lateral sales of pharmaceuticals between
24 unchanged sentences
Some states define “excessive” or “unconscionable” while others define what makes
−Removed: a prima facia case for price gouging and what constitutes a prima facia defense, shifting the burden of proof to the accuser.
+Added: a prima facie case for price gouging and what constitutes a prima facie defense, shifting the burden of proof to the accuser.
all of the 42 states with price gouging laws on the books, a price is excessive or unconscionable if the price of a good has increased,
−Removed: in some states by a certain percentage, over the price of the good prior to the onset of the abnormal
−Removed: disruption of the market.
−Removed: Some states have clearly excepted from the price gouging definition a rise in prices caused by an increase
−Removed: in the merchant’s cost of delivering that good for sale – whether it be increased shipping costs, gasoline prices or simply
−Removed: the cost of the good itself.
−Removed: Other states have less defined exceptions – Virginia for example only treats the fact of increased
−Removed: input costs as a merchant’s prima facia defense to an accusation of price gouging.
−Removed: Several states except from the price gouging
−Removed: definition prices that do not exceed a normal margin (i.e., the merchant’s margin immediately prior to the market disruption) PLUS
−Removed: In general, while the l aw may not specifically define what constitutes an “unconscionably
−Removed: excessive price,” the statutes typically provide that a price may be “unconscionably excessive” if:
−Removed: the amount charged
−Removed: represents a “gross disparity” from the price such goods or services were sold or offered for sale immediately prior to the
−Removed: onset of the abnormal disruption of the market.
−Removed: Merchants may provide evidence that justifies their higher prices were justified by increased
−Removed: costs beyond their control.
−Removed: We will need to comply with the excessive price statutes;
−Removed: as of the date of this Report, we believe we were
−Removed: in compliance with all 42 states’ price gouging laws.
+Added: in some states by a certain percentage, over the price of the good prior to the onset of the abnormal disruption of the market.
+Added: states have clearly excepted from the price gouging definition a rise in prices caused by an increase in the merchant’s cost of
+Added: delivering that good for sale – whether it be increased shipping costs, gasoline prices or simply the cost of the good itself.
+Added: Other states have less defined exceptions – Virginia for example only treats the fact of increased input costs as a merchant’s
+Added: prima facie defense to an accusation of price gouging.
+Added: Several states except from the price gouging definition prices that do not exceed
+Added: a normal margin (i.e., the merchant’s margin immediately prior to the market disruption) PLUS 10%.
+Added: In general, while the law may
+Added: not specifically define what constitutes an “unconscionably excessive price,” the statutes typically provide that a price
+Added: may be “unconscionably excessive” if:
+Added: the amount charged represents a “gross disparity” from the price such goods
+Added: or services were sold or offered for sale immediately prior to the onset of the abnormal disruption of the market.
+Added: Merchants may provide
+Added: evidence that justifies their higher prices were justified by increased costs beyond their control.
+Added: We will need to comply with the excessive
+Added: price statutes;
+Added: as of the date of this Report, we believe we were in compliance with all 42 states’ price gouging laws.
Federal and State Fraud and Abuse Laws
29 unchanged sentences
any of these remedies could have a material adverse effect on our business, financial condition and results of operations.
−Removed: federal and state government agencies have continued civil and criminal enforcement efforts as part of numerous ongoing investigations
−Removed: of healthcare companies and their executives and managers.
−Removed: Although there are a number of civil and criminal statutes that can be applied
−Removed: to healthcare providers, a significant number of these investigations involve the federal False Claims Act.
−Removed: These investigations can
−Removed: be initiated not only by the government but also by a private party asserting direct knowledge of fraud.
−Removed: Penalties for False Claims Act
−Removed: violations include fines, plus up to three times the amount of damages sustained by the federal government.
−Removed: A False Claims Act violation
−Removed: may provide the basis for exclusion from the federally funded healthcare programs.
−Removed: In addition, some states have adopted similar fraud,
−Removed: whistleblower and false claims provisions.
+Added: False Claims Act & HIPAA
+Added: federal False Claims Act provides, in part, that the federal government may bring a lawsuit against any person whom it believes has knowingly
+Added: presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or who has made a false
+Added: statement or used a false record to get a claim approved.
+Added: In addition, amendments in 1986 to the federal False Claims Act have made it
+Added: easier for private parties to bring “qui tam” whistleblower lawsuits against companies under the federal False Claims Act.
+Added: Penalties include significant civil monetary penalties for each false claim, plus three times the amount of damages that the federal
+Added: government sustained because of the act of that person.
+Added: Qui tam actions have increased significantly in recent years, causing greater
+Added: numbers of healthcare companies to have to defend a false claim action, pay fines, be excluded from Medicare, Medicaid or other federal
+Added: or state healthcare programs, or be subject to integrity oversight and reporting obligations to resolve allegations of non-compliance,
+Added: as a result of an investigation arising out of such action.
+Added: are other federal anti-fraud laws that that prohibit, among other actions, knowingly and willfully executing, or attempting to execute,
+Added: a scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully embezzling or stealing
+Added: from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully
+Added: falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection
+Added: with the delivery of or payment for healthcare benefits, items or services.
+Added: Additionally,
+Added: HIPAA established two federal crimes for healthcare fraud and false statements relating to healthcare matters.
+Added: The healthcare fraud statute
+Added: prohibits knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private payors.
+Added: The false statements
+Added: statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious
+Added: or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services.
+Added: A violation of either
+Added: of these statutes is a felony and may result in fines, imprisonment, exclusion from Medicare, Medicaid or other federal or state healthcare
+Added: programs, or integrity oversight and reporting obligations to resolve allegations of non-compliance.
Fraud and Abuse Laws
69 unchanged sentences
general, under the JOBS Act a company is an “ emerging growth company ” if its initial public offering (“ IPO ”)
−Removed: of common equity securities was affected after December 8, 2011, and the company had less than $1.07 billion of total annual
−Removed: gross revenues during its last completed fiscal year.
−Removed: A company will no longer qualify as an “ emerging growth company ”
−Removed: after the earliest of
+Added: of common equity securities was affected after December 8, 2011, and the company had less than $1.07 billion of total annual gross revenues
+Added: during its last completed fiscal year.
+Added: A company will no longer qualify as an “ emerging growth company ” after the
completion of the fiscal year in which the company has total annual gross revenues of $1.07 billion or more,
59 unchanged sentences
and Development.
−Removed: the last two fiscal years, Trxade.com, DelivMeds, MedCheks Health Passport and Bonum Health have been developed as proprietary
−Removed: For the years ended December 31, 2021, and 2020, $509,210 and $662,726, respectively, was
−Removed: spent by the Company in research and development activities, which were included in general and administrative expenses.
−Removed: None of these
−Removed: expenses were borne directly by customers.
−Removed: we have approximately 47 full-time employees.
+Added: the last two fiscal years, Trxade.com, DelivMeds and Bonum Health have been developed as proprietary software.
+Added: 2022, management determined that the research and development costs could be capitalized due to the stage of development for
+Added: The capitalized asset for Fiscal 2022 was $450,845.
+Added: For Fiscal 2021 $509,210 was spent by the Company in
+Added: research and development activities, which were included in technology expenses.
+Added: None of these expenses were borne directly by
+Added: we have approximately 33 full-time employees and one part time employee.
Our compensation programs are designed to align the compensation of our employees
with performance and to provide the proper incentives to attract, retain and motivate employees to achieve superior results.
−Removed: The structure
−Removed: of our compensation programs balances incentives earnings for both short-term and long-term performance such as health insurance, paid
−Removed: time off and flexibility schedules.
−Removed: To empower employees to unleash their potential, we provide onboarding training, development mentorship
−Removed: with C-suite executives, and one on one coaching.
−Removed: The Company believes that its rich culture of inclusion and diversity enables it to
−Removed: create, develop and fully leverage the strength of its workforce to exceed customer expectation and meet its growth objectives.
−Removed: places a high value on diversity and inclusion.
+Added: structure of our compensation programs balances incentives earnings for both short-term and long-term performance such as health
+Added: insurance, paid time off and flexibility schedules.
+Added: To empower employees to unleash their potential, we provide onboarding training,
+Added: development mentorship with C-suite executives, and one on one coaching.
+Added: The Company believes that its rich culture of inclusion and
+Added: diversity enables it to create, develop and fully leverage the strength of its workforce to exceed customer expectation and meet its
+Added: growth objectives.
+Added: The Company places a high value on diversity and inclusion.
also utilize numerous outside consultants.
1 unchanged sentence
We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages.
−Removed: our relations with our employees to be satisfactory.
+Added: our relations with our employees and consultants to be satisfactory.
business is not directly affected by seasonal fluctuations but is affected indirectly by the fall and winter flu season, to the extent
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.