What changed in this filing

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Item 1. Business

2024-04-22 compared with 2023-03-27 · 179 added, 417 removed, 321 unchanged (65% of the section changed)

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logo and some of our trademarks and tradenames are used in this Report.

This Report also includes trademarks, tradenames and service

This Report may also include trademarks, tradenames and service

marks that are the property of others.

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discussed under the section entitled “ Risk Factors ” beginning on page 17 of this Report.

These and other factors could

cause our future performance to differ materially from our assumptions and estimates.

Some market and other data included herein, as

well as the data of competitors as they relate to TRxADE HEALTH, INC., is also based on our good faith estimates.

These and other factors

could cause our future performance to differ materially from our assumptions and estimates.

Some market and other data included herein,

as well as the data of competitors as they relate to TRxADE HEALTH, INC., is also based on our good faith estimates.

fiscal year ends on December 31st.

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herein as our fourth quarter.

“Fiscal 2022” means the Fiscal year ended December 31, 2022, whereas Fiscal 2021 means the

year ended December 31, 2021.

“Fiscal 2023” means the Fiscal year ended December 31, 2023, whereas “Fiscal 2022”

means the year ended December 31, 2022.

the context requires otherwise, references to the “ Company, ” “ we, ” “ us, ” “ our, ”

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Act ” refers to the Securities Act of 1933, as amended.

You Can Find Other Information

file annual, quarterly, and current reports, proxy statements and other information with the SEC.

Our SEC filings are available to the

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:

MEDS ,” “ SEC Filings ” page

of our website at www.rx.trxade.com .

Copies of documents filed by us with the SEC are also available from us without charge, upon

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

Our website addresses are www.rx.trxade.com www.trxadegroup.com , www.rx.trxade.com , www.bonumhealth.com ,

www.comsprx.com , and www.rxintegra.com .

Information on our websites is not incorporated by reference into this Form 10-K.

The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be

considered a part of this Report.

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:

MEDS ,” “ SEC Filings ”

page of our website at www.trxadehealth.com .

Copies of documents filed by us with the SEC are also available from us without charge,

upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of

Our website addresses are www.trxadehealth.com and www.rxintegra.com .

Information on our websites is not incorporated

by reference into this Form 10-K.

The information on, or that may be accessed through, our websites not incorporated by reference into

this Report and should not be considered a part of this Report.

AND ORGANIZATIONAL HISTORY

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XCEL was unable to raise the

funds necessary to implement its business strategy, never generated any revenue and was reporting as a “ shell ” corporation.

On January 9, 2014, Trxade Group, Inc., a privately held Nevada corporation, merged with and into XCEL, and XCEL changed its name to

“ Trxade Group, Inc.

” On June 1, 2021, the Company changed its name from “Trxade Group, Inc” to “TRxADE

HEALTH, INC.”

funds necessary to implement its business strategy, and never generated any revenue.

On January 9, 2014, Trxade Group, Inc., a then privately

held Nevada corporation, merged with and into XCEL, and XCEL changed its name to “ Trxade Group, Inc.

” On June 1, 2021,

the Company changed its name from “Trxade Group, Inc” to “TRxADE HEALTH, INC.”

LLC, a Nevada limited liability company (“ PharmaCycle ”), was formed in August 2010 by Prashant Patel, our President,

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was to provide for a holding company to own Trxade Florida, the operating company.

At all times, up to the Nevada-Florida Merger, Trxade

Florida was capitalized exclusively by cash capital contributions from Messrs.

Suren Ajjarapu and Patel, our Chief Executive Officer

and President, respectively.

Immediately following the Nevada-Florida Merger, Messrs.

Ajjarapu and Patel collectively owned 99% of Trxade

After the Nevada-Florida Merger (but prior to the merger with XCEL), Trxade Nevada raised $670,000 through the sale of its preferred

stock in private placements made to third party investors.

Ajjarapu and Patel collectively owned 99% of Trxade Nevada.

Merger with Trxade

September 26, 2008, Mark Fingarson, the former President, sole Director and controlling shareholder of XCEL, sold 80,000,000 shares of

XCEL (prior to the Merger Reverse Split and Reverse Stock Split (each discussed and defined below)) to XCEL’s then attorney, Ron

On November 22, 2013, Trxade Nevada acquired Mr.

McIntyre’s controlling interest of 80,000,000 shares in XCEL pursuant

to a Purchase and Sale Agreement dated November 7, 2013.

At the time of the sale, XCEL had 104,160,000 shares of common stock issued

and outstanding, including the 80,000,000 shares of stock acquired by Trxade Nevada (prior to the Merger Reverse Split and Reverse Stock

Split (each discussed and defined below)).

XCEL (prior to the Merger Reverse Split and Reverse Stock Splits (each discussed and defined below)).

On November 22, 2013, Trxade Nevada

McIntyre’s controlling interest of 80,000,000 shares in XCEL pursuant to a Purchase and Sale Agreement dated November

At the time of the sale, XCEL had 104,160,000 shares of common stock issued and outstanding, including the 80,000,000 shares

of stock acquired by Trxade Nevada (prior to the Merger Reverse Split and Reverse Stock Split(s) (each discussed and defined below)).

December 16, 2013, Trxade Nevada and XCEL entered into a definitive merger agreement (the “ Merger Agreement ”) providing

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Further, 100,000 shares of our common stock (on a post-Reverse

Split basis and considering the Reverse Stock Split (discussed below)) were issued following the Merger in connection with the conversion

Split basis and considering the Reverse Stock Split(s) (discussed below)) were issued following the Merger in connection with the conversion

of our promissory notes.

The 80,000,000 pre-Merger shares held by Trxade Nevada, which amounted to 13,334 shares (on a post-Reverse Split

basis and taking into account the Reverse Stock Split), reverted to treasury stock of the Company.

Except as otherwise disclosed, the

share amounts in the paragraph above have not been adjusted for the Merger Reverse Split or the Reverse Stock Split.

basis and taking into account the Reverse Stock Split(s)), reverted to treasury stock of the Company.

Except as otherwise disclosed,

the share amounts in the paragraph above have not been adjusted for the Merger Reverse Split or the Reverse Stock Split.

2020 Reverse Stock Split and NASDAQ Capital Market Listing

October 9, 2019, our Board of Directors, and on October 15, 2019, stockholders holding a majority of our outstanding voting shares,

approved 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 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 (the “ Stockholder Authority ”).

On February 12, 2020, the Board of Directors of the Company

approved a stock split ratio of 1-for-6 (“ Reverse Stock Split ”) in connection with the Stockholder Authority and

the Company filed a Certificate of Amendment with the Secretary of State of Delaware to affect the Reverse Stock Split.

Stock Split became effective at 12:01 a.m.

Eastern Standard Time on February 13, 2020.

The Reverse Stock Split was completed in

order to allow us to meet the initial listing criteria of The NASDAQ Capital Market.

February 2020, the Company effected a 1-for-6 reverse stock split of the then outstanding common stock in 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.

2023 Reverse Stock Split.

June 2023 the Company effected a 1-for-15 reverse stock split of its issued and outstanding common stock.

own 100% of Trxade Inc.

(a Florida corporation).

This subsidiary is included in our attached consolidated financial statements and is

engaged in the same line of business as Trxade.

is a web-based market platform that enables commerce among healthcare buyers

and sellers of pharmaceuticals, accessories and services.

was the subsidiary through which we previously operated a web-based market

platform to enable commerce among healthcare buyers and sellers of pharmaceuticals, accessories and services.

On February 16, 2024, we

entered into an asset purchase agreement with Trxade, Inc.

and Micro Merchant Systems, Inc.

(“MMS”), under which MMS purchased

for cash substantially all of the assets of Trxade, Inc.

in a transaction that closed on February 16, 2024.

own 100% of Integra Pharma Solutions, LLC (formerly Pinnacle Tek, Inc., a Florida corporation) founded by Mr.

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Integra now serves as our logistics company for pharmaceutical distribution.

own 100% of Community Specialty Pharmacy, LLC, an independent retail specialty pharmacy with a focus on specialty medications.

own 100% of Alliance Pharma Solutions, LLC (d.b.a.

DelivMeds), a Florida limited liability company, which was founded in January 2018

(“ Alliance ”).

Alliance previously owned 30% of SyncHealth MSO, LLC (“ SyncHealth ”) which was part

of a joint venture formed in January 2019 with PanOptic Health, LLC (“ PanOptic ”) with the goal of enabling independent

retail pharmacies to better compete with large national pharmacies on pricing, distribution and logistics.

We did not realize any income

from the joint venture, and we terminated the joint venture agreements pursuant to their terms effective as of January 31, 2020, and

assigned the 30% ownership of SyncHealth back to PanOptic.

As of February 1, 2020, we own no equity in SyncHealth and only the terms

of the agreements relating to confidentiality, non-solicitation and each party’s obligation to cease use of the other party’s

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

as discussed in further detail below.

previously owned 100% of MedCheks, LLC, a Delaware limited liability company which was formed in January 2021, had no revenue in 2021

and was dissolved in December 2021.

previously owned 100% of PharmCentrix, LLC, a Delaware limited liability company which had no revenue in 2020 and was dissolved in December

In February of 2022 we entered

into an agreement with Exchange Health to own 51% of SOSRx, LLC a Delaware limited liability company.

In December of 2022 management

determined that the subsidiary did not generate significant revenue and the assets were 100% impaired.

In February of 2023 we voluntarily

withdrew from the agreement with Exchange Health.

of Community Specialty Pharmacy, LLC

October 15, 2018, the Company entered into and consummated the purchase of 100% of the equity interests of Community Specialty Pharmacy,

LLC, a Florida limited liability company, (“ CSP ”), pursuant to the terms and conditions of the Membership Interest

Purchase Agreement, entered into by and among the Company as the buyer, and CSP, and Nikul Panchal, the equity owner of CSP, a non-executive

officer of the Company (collectively, the “ Seller ”).

The purchase price for the 100% equity interest in CSP was $300,000

in cash, a promissory note issued by the Company in the amount of $300,000, and warrants to purchase 67,585 shares of common stock of

the Company (on a post-Reverse Split basis and taking into account the Reverse Stock Split) of which 33% of such warrants were revocable

by the Company prior to October 15, 2019 (but were not revoked);

33% were revocable by the Company prior to October 15, 2020 (but were

not revoked);

and the remaining 33% of such warrants are revocable by the Company prior to October 15, 2021 (which were revoked on September

23, 2021), which are exercisable for eight (8) years from the issuance date at a strike price of $0.06 per share.

As of the date of this

Report, there are no warrants to purchase shares of common stock remain outstanding in connection with the purchase.

MSO, LLC Joint Venture

January 17, 2019, the Company and Alliance Pharma Solutions, LLC, a Delaware limited liability company and wholly-owned subsidiary of

the Company (hereafter “ Alliance, ” with Alliance and Trxade referred to collectively herein as the “ Trxade

Parties ”), entered into a transaction effective as of January 17, 2019 with PanOptic Health, LLC, a Delaware limited liability

company (“ PanOptic ”), to create a new entity, SyncHealth MSO, LLC (“ SyncHealth ”) as part of a joint

venture to enable independent retail pharmacies to better compete with large national pharmacies on pricing, distribution and logistics.

As part of the transaction Alliance owned 30% of SyncHealth.

We did not realize any income from the joint venture, and we terminated

the joint venture agreements pursuant to their terms effective as of January 31, 2020, and assigned the 30% ownership of SyncHealth back

As of February 1, 2020, we own no equity in SyncHealth and only the terms of the agreements relating to confidentiality,

non-solicitation and each party’s obligation to cease use of the other party’s intellectual property survive the termination.

Health Asset Acquisition

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

(“ Seller ”) and the sole member of the Seller (the “ Member ”).

Pursuant to the Asset Purchase Agreement,

the Company (through Bonum Health) acquired from the Seller, certain specified assets and certain specified contracts associated with

the assets of the Seller’s operation as a telehealth service provider (the Tele Meds Platform)(the “ Assets ”).

Included with the acquisition of the Assets, were contracts (relating to the Assets), intellectual property for the Bonum Health Tele

Medicine software & technology and personal computers.

The Company agreed to provide the Seller consideration equal to 41,667 shares

of restricted common stock of the Company at the closing, and the Seller had the right to earn up to an additional 108,334 shares of

restricted common stock of the Company in the event certain milestones were met within the first anniversary of the Closing date, none

of which were met.

Asset Purchase Agreement includes a three year non-compete requirement, prohibiting the Seller and the Member from competing against

the Assets, customary representations and indemnification obligations, subject to a $25,000 minimal claim amount and certain limitations

on liability disclosed in the Asset Purchase Agreement.

to the acquisition, the Company determined that the assets were not usable and wrote off the value of the assets amounting to approximately

February of 2022 we entered into an agreement with Exchange Health to own 51% of SOSRx, LLC a Delaware limited liability company.

December of 2022 management determined that the subsidiary did not generate significant revenue and the assets were 100% impaired.

February of 2023 we voluntarily withdrew from the agreement with Exchange Health.

previously owned 100% of Community Specialty Pharmacy, LLC (“CSP”) and Alliance Pharma Solutions, LLC (d.b.a.

Our interests in CSP and APS were sold in September 2023 and have been included in discontinued operations.

of December 31, 2023 we owned 100% of Superlatus, Inc.

(“Superlatus”), and its wholly owned subsidiary Sapientia

Technologies, LLC.

Superlatus is a diversified food technology company with distribution capabilities and systems to optimize

food security and population health via innovative Consumer Packaged Goods products, agritech, foodtech, plant-based proteins and alt-protein

and includes, Sapientia, a food tech business.

In March 2024 we divested our entire interest in Superlatus.

We previously owned 100% of The

Urgent Company, Inc.

(“The Urgent Company” or “TUC”), a retail and distribution provider of prepackaged, prepared foods.

We divested our interest in The Urgent Company in connection

with our divestiture of Superlatus.

are a health services IT company focused on digitalizing the retail pharmacy experience by optimizing drug procurement, the prescription

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The Company changed its name on June 1, 2021, from “Trxade Group, Inc”

to “TRxADE HEALTH, INC.” Our services provide pricing transparency, purchasing capabilities and other value-added services

to “TRxADE HEALTH, INC.” Our services provided pricing transparency, purchasing capabilities and other value-added services

on a single platform focused on serving the nation’s approximately 19,397 independent pharmacies with annual purchasing power of

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payment terms and next-day delivery capabilities in unrestrictive states.

We have expanded significantly since 2015 and now serve approximately

We expanded significantly since 2015 and served approximately

14,400+ registered members on our sales platform.

Principal Products and Services and their Markets

is a web-based pharmaceutical marketplace engaged in promoting and enabling commerce among independent pharmacies, small chains,

hospitals, clinics, and alternate dispensing sites with large pharmaceutical suppliers nationally.

Our marketplace has over 60 national

and regional pharmaceutical suppliers providing over 120,000 branded and generic drugs, including over-the-counter drugs (OTCs), and

drugs available for purchase by pharmacists.

We serve approximately 14,400+ registered members, providing access to Trxade’s proprietary

pharmaceutical database and data analytics regarding medication pricing.

We generate revenue from these services by charging a transaction

fee to the seller of the products for sales conducted via the Trxade platform.

The buyers do not bear the cost of transaction fees for

the purchases that they make, nor do they pay a fee to join or register with our platform.

Substantially all of our revenues during Fiscal

2022 and Fiscal 2021, were from platform revenue generated on www.rx.trxade.com , product sales through Integra Pharma Solutions,

LLC, and prescription sales through Community Specialty Pharmacy, LLC.

of current and new or enhanced products and services

have a number of products and services in operation and others still under development, which are described below.

previously operated the Company’s web-based pharmaceutical marketplace engaged in promoting and enabling commerce among independent

pharmacies, small chains, hospitals, clinics, and alternate dispensing sites with large pharmaceutical suppliers nationally.

That marketplace

had over 60 national and regional pharmaceutical suppliers providing over 120,000 branded and generic drugs, including over-the-counter

drugs (OTCs), and drugs available for purchase by pharmacists.

We served approximately 14,400+ registered members, providing access to

Trxade’s proprietary pharmaceutical database and data analytics regarding medication pricing.

We generated revenue from these services

by charging a transaction fee to the seller of the products for sales conducted via the Trxade platform.

The buyers do not bear the cost

of transaction fees for the purchases that they make, nor do they pay a fee to join or register with our platform.

In February 2024 we

divested substantially all of our assets related to our web-based pharmaceutical marketplace previously operated through TRxADE, Inc.

Substantially all of our revenues during Fiscal 2023, Fiscal 2022, and Fiscal 2021 were from platform revenue generated on www.rx.trxade.com ,

product sales through Integra Pharma Solutions, LLC, and prescription sales through Community Specialty Pharmacy, LLC.

of current products and services and business plans;

Status of former business products and initiatives

We previously had a number of

products and services focused on the US market in operation and business assets, which are described below.

In addition, in 2024 we expect

to explore other strategic transactions and acquisitions as a means to monetize and enhance the Company’s current assets and operations,

which transactions may involve effecting acquisitions of new businesses in industries that differ from our legacy operations.

Pharma Solutions, LLC .

Integra is intended to serve as our logistics company for pharmaceutical distribution.

Specialty Pharmacy, LLC .

We acquired Community Specialty Pharmacy, LLC, a Florida limited liability company

(“ CSP ”), on October 15, 2018.

CSP is an accredited pharmacy located in St.

Petersburg, Florida, which focuses on

specialty medications and operates with an innovative pharmacy model that offers home delivery services to any patient thereby

providing convenience.

Delivmeds.com .

Delivmeds.com was launched in late 2018 as a consumer-based app to provide delivery of pharmaceutical products associated with

Alliance Pharma Solutions, LLC.

We are currently working on reformulating the application from a prescription delivery portal to a fully

integrated, interoperable, end-to-end prescription delivery and medication adherence tool.

The new product has been rebranded and is

targeted for consumer re-release and use in the near future.

To date, we have not generated any revenue from this product.

Trxade Prime allows pharmacy members on the Trxade platform to process, consolidate and ship purchase orders that are

placed directly with Trxade suppliers via the Trxade Prime.

This service is provided at no cost, with the goal of offering a single

We currently distribute

through our manufacturer and strategic distribution partners prescription medication, medical devices and over the counter medication

to over 1,600 pharmacies and medical clinics across 38 states.

Trxade Prime previously allowed pharmacy members on the Trxade platform to process, consolidate and ship purchase orders that

are placed directly with Trxade suppliers via the Trxade Prime.

This service was provided at no cost, with the goal of offering a single

tool with one low order minimum, one invoice, one package and one delivery from multiple quality wholesalers and distributors.

Revenue has been generated from this service though our Integra subsidiary, which provides the consolidation of the

Health Hub and Application .

The “ Bonum Health Hub ”, a self-enclosed, free-standing virtual examination room, was

launched by the Company’s wholly-owned Bonum Health, LLC subsidiary, in November 2019 and was expected to be operational in April

however, due to the COVID-19 pandemic, the Company does not anticipate installations moving forward, and has taken a write off

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

of operations for Fiscal 2021.

“ Bonum Health app, ” which provides an overall healthcare experience comparable to a Primary Care practitioner, and

an online portal as a personal electronic medical record and scheduling system is available on a subscription basis, primarily as a stand-alone

telehealth software application that can be licensed on a business-to-business (B2B) model to clients as an employment health benefit

for the clients’ employees.

Revenue has been generated from this service through our Bonum subsidiary.

had been generated from this service through our Integra subsidiary, which provides the consolidation of the orders.

Health Application .

The “ Bonum Health app, ” previously provided an overall healthcare experience comparable to

a Primary Care practitioner, and an online portal as a personal electronic medical record and scheduling system was available on a subscription

basis, primarily as a stand-alone telehealth software application that can be licensed on a business-to-business (B2B) model to clients

as an employment health benefit for the clients’ employees.

Revenue was generated from this service through our Bonum subsidiary.

Business to Business (B2B).

Bonum+ bundles telehealth, a COVID-19 risk assessment tool and a Personal Protective Equipment (PPE)

purchasing tool, through a secure mobile dashboard for corporate clients.

The B2B platform eases pressure on employees who are required

to report any relevant health issues daily, centralizing communication and contact tracing to deliver risk scores.

This allows employers

to monitor employee COVID-19 risk profiles and streamlines the ordering of new PPE as needed.

An integrated artificial intelligence (AI)

tool offers health recommendations and connects employees with board certified physicians, as needed.

To date, we have not generated

any revenue from this product.

Health Passport .

The Health Passport is a patient-centered, digital, precision healthcare platform that lets patients consolidate

and control their health data via a digital Health Passport and allows them to share their health profile, tests and vaccinations simply

Secured in a blockchain, the Health Passport includes health and vaccination status verification via a QR code, which is

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.

We have not generated any revenue from this product

to date and the product was discontinued at the end of December 2021.

We previously owned 100% of MedCheks, LLC, a Delaware limited liability

company which was formed in January 2021, had no revenue in 2021 and was dissolved in December 2021.

Bonum+ previously bundled telehealth, a COVID-19 risk assessment tool and a Personal Protective Equipment

(PPE) purchasing tool, through a secure mobile dashboard for corporate clients.

The B2B platform eased pressure on employees who were

required to report any relevant health issues daily, centralizing communication and contact tracing to deliver risk scores.

employers to monitor employee COVID-19 risk profiles and streamlined the ordering of new PPE as needed.

An integrated artificial intelligence

(AI) tool offered health recommendations and connects employees with board certified physicians, as needed.

No revenue was generated

from this product.

On February 15, 2022, the Company entered into a relationship with Exchange Health, LLC, a technology company providing an online

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limited liability company (“ SOSRx ”), was formed, which is owned 51% by the Company and 49% by Exchange Health.

SOSRx did not generate material revenue and in February of 2023, subsequent to Fiscal 2022, the Company voluntarily withdrew from the

joint venture agreement.

The asset impairment is reflected in the statement of operations for Fiscal 2022 as impairment of intangible

Additionally, the Company contributed a cash investment of $275,000 in February of 2022 when the joint venture was formed.

Company did not recover this investment as part of the withdrawal settlement.

of our product offerings are focused on the United States markets.

Some products are restricted just to certain states, depending upon

the various applicable state regulations and guidelines pertaining to pharmaceuticals, particularly, and drug businesses, generally.

Our services are distributed through our online platform.

Organizational

diagram below depicts our current organizational structure:

did not generate material revenue and in February of 2023, the Company voluntarily withdrew from the joint venture agreement.

impairment is reflected in the statement of operations for Fiscal 2022 as impairment of intangible asset.

Additionally, the Company contributed

a cash investment of $275,000 in February of 2022 when the joint venture was formed.

The Company did not recover this investment as part

of the withdrawal settlement.

As of December 31, 2023, Superlatus was a wholly owned subsidiary of the Company as a result of a merger transaction that closed in July

Superlatus is a diversified food technology company with distribution capabilities and systems to optimize food security and population

health via innovative Consumer Packaged Goods products, agritech, foodtech, plant-based proteins and alt-protein and includes wholly-owned

subsidiary, Sapientia, Inc., a food tech business.

Subsequent to December 31, 2023, the Company divested its entire interest in Superlatus.

Pharmaceutical Industry

to the NCPA 2020 Digest Report, United States pharmaceutical companies comprise a burgeoning estimated $685 billion industry by

2023, consisting of over 65,000 pharmacy facilities.

Management believes that few platforms are currently in place to bring these participants

together to share market knowledge, product pricing transparency and product availability.

According to this, the pharmaceutical market

is comprised primarily of three wholesalers that control an estimated approximately 92% of the market.

Our management believes that this

concentration has, over the years, led to a lack of price and cost transparency, thereby resulting in severe limitations on the purchasing

choices of industry participants.

These market dynamics have enabled these large wholesalers (McKesson, Cardinal Health and AmerisourceBergen),

known as ADR distributors, to dominate the industry with respect to both generic and brand pharmaceuticals.

pharmaceutical market is comprised primarily of three wholesalers that control an estimated approximately 92% of the market.

Our management

believes that this concentration has, over the years, led to a lack of price and cost transparency, thereby resulting in severe limitations

on the purchasing choices of industry participants.

These market dynamics have enabled these large wholesalers (McKesson, Cardinal Health

and AmerisourceBergen), 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

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pressure to source medications as inexpensively as possible and improve operational efficiency.

Trxade seeks to be in the forefront of

solving these transparency and pricing concerns by providing independent, retail pharmacies with real-time, pharmacy acquisition cost

(“ PAC ”) benchmarks to the National Drug Code (the “ NDC ”) standard.

The NDC mark is a unique product

identifier used in the United States for drugs intended for human use.

Trxade Health aims to address these pricing

concerns by providing independent, retail pharmacies with exceptional service and pricing on their most commonly used pharmaceuticals

by partnering with strategic manufacturers and other authorized suppliers.

Business Conditions, Our Competitive Position in our Industry, and our Methods of Competition

expect to face competition from the three large ADR distributors (McKesson, Cardinal Health and AmerisourceBergen), other pharmaceutical

expect to face competition from large ADR distributors (including McKesson, Cardinal Health and AmerisourceBergen), other pharmaceutical

distributors, buying groups, software products, and other start-up companies.

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Start-up Companies Which Provide Competitive Services

have identified start-ups that provide for supplier-pharmacy trading such as PharmaBid, RxCherrypick, PharmSaver, MatchRx and GenericBid,

and provide web-based services similar to ours, allowing pharmacies to buy from several suppliers.

Trxade differentiates itself from

these exchanges by providing our pharmacies with both brand and generic pharmaceutical products.

Additional companies target “ direct-to-consumer ”

pharmacy deliveries, including Amazon.com ’s PillPack , Capsule, Costplusdrugs, and GetRoman.com .

are currently several smaller regional and national secondary distributors of pharmaceuticals such as (Anda Pharmaceutical, Masters Pharmaceutical

etc)as well as other innovative trading platforms such as PharmaBid, RxCherrypick, PharmSaver, MatchRx and GenericBid, that allow

pharmacies to buy from several suppliers.

Integra differentiates itself from these distributors by providing our pharmacies with unique

specialty, brand and generic pharmaceutical products that are in short supply and offered via limited distribution channels.

Groups provide discounted prices to their members by negotiating better pricing with one primary wholesaler, while charging administrative

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Trxade management believes that as we continue to develop our brand, our customer base, and our

vast product offerings, we will gain the trust of the market and overcome the negativity associated with purchasing via a pharmaceutical

online marketplace.

product offerings, we will gain the trust of the market and overcome the negativity associated with purchasing from multiple distributors

outside of their primary vendor agreements.

advantage that we believe we have over our competition is our ability to be flexible and fast moving in adjusting our business model

to address the needs of our customer base.

Trxade started by offering pharmacies a reverse auction model to enhance savings on the purchase

of their pharmaceuticals.

Customer feedback suggested that pharmacies prefer a more “ buy now ” format, which we implemented.

This resulted in a “ one-stop-one-search ” platform to buy quality pharmaceuticals for less and a data-rich platform

to help pharmacies overcome the complexities related to supply chain purchasing.

also anticipate facing competition in the telehealth industry (in connection with Bonum Health ) from current and future health

care companies in the telehealth market including, Teladoc Health, Inc., MDLive, Inc., American Well Corporation and Grand Rounds, Inc.,

among other smaller industry participants.

previously anticipated facing competition in the telehealth industry (in connection with Bonum Health ) from current and future

health care companies in the telehealth market including, Teladoc Health, Inc., MDLive, Inc., American Well Corporation and Grand Rounds,

Inc., among other smaller industry participants.

and Availability of Raw Materials;

Principal Suppliers

is a web-based technology platform.

Because we are not a manufacturing company, we do not need any raw materials.

Our module on the platform

is drug supplier-to-retailer.

We bring buyers and sellers together on this platform.

Our suppliers include National Apothecary Solutions,

Integral RX, and South Pointe Wholesale, Inc.

we are not a manufacturing company, we do not need any raw materials.

on One or More Major Customers

of the date of this filing, we have approximately 14,400+ registered members and over 30 pharmaceutical suppliers as customers, with

an estimated market potential of approximately 20,000+ independent pharmacies and 1,500 regional and local suppliers.

We have a working

relationship with over 25 wholesalers and the nation’s largest buying group.

Although we believe those entities are satisfied

with their business relationship with Trxade, if our buying group and two or three of the largest wholesalers decided no longer to do

business with Trxade, the resulting supplier void would materially and adversely affect our competitiveness in the marketplace.

of the date of this filing, we have approximately 1600 registered members and over 10 pharmaceutical suppliers as customers, with an

estimated market potential of approximately 20,000+ independent pharmacies.

we believe that our name and brand are protected by applicable state common law trademark laws, we do not currently have any patents,

concessions, licenses, royalty agreements, or franchises, provided that we do currently maintain a number of registered trademarks and

our pharmaceutical pricing benchmarks, PAC.

Our business operates under a proprietary software system which includes trade

secrets within our database, business practices and pricing model.

We also maintain a number of websites.

concessions, licenses, royalty agreements, or franchises.

believe that we have taken all necessary steps to protect our proprietary rights, but no assurance can be given that we will be able

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for Government Approval of Products and Services

are required to hold business licenses and to follow applicable state and federal government regulations detailed herein.

2018, we acquired Community Specialty Pharmacy, LLC, an accredited independent retail pharmacy with a focus on specialty medications,

which requires state approval, which have been obtained in 36 states.

are required to hold state pharmaceutical business licenses and to follow applicable state and federal government regulations detailed

of Existing or Probable Government Regulations on the Business

Reduction Act of 2022

August 16, 2022, President Joe Biden signed into law the Inflation Reduction Act of 2022, lowering the cost of prescription drugs.

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

by a Medicare prescription drug plan and insulin delivered through traditional pumps.

Other items included in the law provide for $0

out-of-pocket expense for certain adult vaccines including the shingles vaccine, Medicare rebates to be paid by companies to Medicare

beneficiaries if the increase drug prices at a rate larger than the rate of inflation, and also allows the Secretary of HHS the power

to negotiate prices for select high-cost prescription drugs for Medicare beneficiaries.

These restrictions to out-of-pocket expenses,

monthly caps, and control of prescription drug prices may be too significant for many smaller suppliers and pharmacies to overcome.

Ryan Haight Act

April 6, 2009, the Drug Enforcement Administration (“DEA”) published the interim final rule of the Ryan Haight Oline Pharmacy

Consumer Protection Act of 2008 (The Act”), the final rule was effective October 30, 2020.

The Act requires an in-person medical

evaluation for prescribing practitioners and modified registration requirements for online pharmacies that distribute controlled substances.

The Act also assigns responsibility to distributors to avoid supplying pharmacies that service customers of inappropriate websites and

requires distributors to have responsibility to know pharmacy buying patterns and to confirm their compliance with modified pharmacy

registration requirements.

The burden of the additional cost to online pharmacies to comply with the modified registration requirements

may be too much and the risks to distributors to supply controlled substances to pharmacies that have websites may be too great.

Rule by DEA on 11/17/2021 re:

Regulation of Telepharmacy Practice

November 17, 2021, the DEA published advanced notice of proposed rulemaking to obtain further information regarding the practice of telepharmacy.

Telepharmacy is not specifically defined by the Controlled Substances Act (“CSA”) or DEA regulations.

However, to the extent

that telepharmacies dispense controlled substances, they are under the purview of the CSA and DEA.

The DEA has opened the comment period

to January 18, 2022, to obtain information in an effort to be fully informed about the practice, industry, and state regulation of telepharmacy.

New regulations could have an impact on pharmacies and could affect our business.

Drug Administration Guidelines

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Federal and State Fraud and Abuse Laws

are subject to the federal self-referral prohibitions, commonly known as the Stark Law.

Where applicable, this law prohibits a physician

from referring Medicare patients to an entity providing “designated health services” if the physician or a member of such

physician’s immediate family has a “financial relationship” with the entity, unless an exception applies.

The penalties

for violating the Stark Law include the denial of payment for services ordered in violation of the statute, mandatory refunds of any

sums paid for such services, civil penalties, disgorgement and possible exclusion from future participation in the federally funded healthcare

A person who engages in a scheme to circumvent the Stark Law’s prohibitions may be subject to fines for each applicable

arrangement or scheme.

The Stark Law is a strict liability statute, which means proof of specific intent to violate the law is not required.

In addition, the government and some courts have taken the position that claims presented in violation of the various statutes, including

the Stark Law can be considered a violation of the federal False Claims Act (described below) based on the contention that a provider

impliedly certifies compliance with all applicable laws, regulations and other rules when submitting claims for reimbursement.

A determination

of liability under the Stark Law could have a material adverse effect on our business, financial condition and results of operations.

Anti-Kickback Statute

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unlawful schemes to defraud, excessive fees for services, tortious interference with patient contracts and statutory or common law fraud.

Change Regulation

government and foreign governments are currently in the process of considering new or expanded laws to address climate change.

laws, if adopted, may include limitations on greenhouse gas (“ GHG ”) emissions, mandates that companies implement processes

to monitor and disclose climate-related matters, additional taxes or offset charges on specified energy sources, and other requirements.

Compliance with climate-related laws may be further complicated by different regulatory approaches and requirements in the various jurisdictions

in which we operate.

New or expanded climate-related laws could impose substantial costs on us.

Until the timing and extent of climate-related

laws are clarified, we cannot predict their potential effect on our capital expenditures or our results of operations.

Environmental

operations are subject to regulations under various federal, state, local and foreign laws concerning the environment, including laws

addressing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, and the

cleanup of contaminated sites.

We could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions and third-party

damage or personal injury claims, if in the future we were to violate or become liable under environmental laws.

We are not aware of

any costs or effects of our compliance with environmental laws.

Our Business Startups Act

April 2012, the Jumpstart Our Business Startups Act (“ JOBS Act ”) was enacted into law.

The JOBS Act provides, among

other things:

for “ emerging growth companies ” from certain financial disclosure and governance requirements for up to five years

and provides a new form of financing to small companies;

to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record

holders required to trigger the reporting requirements of the Exchange Act;

of the general solicitation and general advertising prohibition for Rule 506 offerings;

of a new exemption for public offerings of securities in amounts not exceeding $50 million;

from registration by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted

by the SEC pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation

or offering requirements.

general, under the JOBS Act a company is an “ emerging growth company ” if its initial public offering (“ IPO ”)

of common equity securities was affected after December 8, 2011, and the company had less than $1.07 billion of total annual gross revenues

during its last completed fiscal year.

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,

completion of the fiscal year of the fifth anniversary of the company’s IPO;

company’s issuance of more than $1 billion in nonconvertible debt in the prior three-year period, or

company becoming a “ larger accelerated filer ” as defined under the Exchange Act.

JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings.

Those exemptions

that impact the Company are discussed below.

The financial disclosure in a registration statement filed by an “ emerging growth company ” pursuant

to the Securities Act, will differ from registration statements filed by other companies as follows:

financial statements required for only two fiscal years (provided that “ smaller reporting companies ” such as the

Company are only required to provide two years of financial statements);

financial data required for only the fiscal years that were audited (provided that “ smaller reporting companies ”

such as the Company are not required to provide selected financial data as required by Item 301 of Regulation S-K);

compensation only needs to be presented in the limited format now required for “ smaller reporting companies ”.

the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide

certain of these exemptions for smaller reporting companies.

The Company is a smaller reporting company.

Currently a smaller reporting

company is not required to file as part of its registration statement selected financial data and only needs to include audited financial

statements for its two most current fiscal years with no required tabular disclosure of contractual obligations.

JOBS Act also exempts the Company’s independent registered public accounting firm from having to comply with any rules adopted

by the Public Company Accounting Oversight Board (“ PCAOB ”) after the date of the JOBS Act’s enactment, except

as otherwise required by SEC rule.

JOBS Act further exempts an “ emerging growth company ” from any requirement adopted by the PCAOB for mandatory rotation

of the Company’s accounting firm or for a supplemental auditor report about the audit.

Control Attestation.

The JOBS Act also provides an exemption from the requirement of the Company’s independent registered public

accounting firm to file a report on the Company’s internal control over financial reporting, although management of the Company

is still required to file its report on the adequacy of the Company’s internal control over financial reporting.

102(a) of the JOBS Act exempts “ emerging growth companies ” from the requirements in §14A(e) of the Exchange Act

for companies with a class of securities registered under the Exchange Act to hold stockholder votes for executive compensation and golden

Items of the JOBS Act.

The JOBS Act also provides that an “ emerging growth company ” can communicate with potential

investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering

either prior to or after the date of filing the respective registration statement.

The JOBS Act also permits research reports by a broker

or dealer about an “ emerging growth company ” regardless of whether such report provides sufficient information for

an investment decision.

In addition, the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations

regarding brokers, dealers and potential investors, communications with management and distribution of research reports on the “ emerging

growth company’s ” initial public offerings (IPOs).

106 of the JOBS Act permits “ emerging growth companies ” to submit registration statements under the Securities Act

on a confidential basis provided that the registration statement and all amendments thereto are publicly filed at least 21 days before

the issuer conducts any road show (which time period has since been reduced to 15 days).

This is intended to allow “ emerging

growth companies ” to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing

the information contained in its registration statement until the company is ready to conduct a roadshow.

to Opt Out of Transition Period.

Section 102(b)(1) of the JOBS Act exempts “ emerging growth companies ” from being

required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities

Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to

comply with the new or revised financial accounting standard.

JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of the transition

as Emerging Growth Company .

Our first sale of common equity securities pursuant to an effective registration statement under the

Securities Act occurred on or around May 2019.

As such, we will remain an emerging growth company, until no later than December 31, 2024,

the completion of the fiscal year of the fifth anniversary of the Company’s IPO.

as a Public Company

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business

Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible to take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited

to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure

obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding

a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the

prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “ emerging growth company ” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “ emerging growth company ” can delay the adoption of certain accounting standards until those standards would

otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in

which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates

equals or exceeds $700 million as of the last business day of the preceding second fiscal quarter, and (2) the date on which we have

issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares

held by non-affiliates exceeds $250 million as of the last business day of that year’s second fiscal quarter, or (2) our annual

revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals

or exceeds $700 million as of the last business day of that year’s second fiscal quarter.

and Development

the last two fiscal years, Trxade.com, DelivMeds and Bonum Health have been developed as proprietary software.

2022, management determined that the research and development costs could be capitalized due to the stage of development for

The capitalized asset for Fiscal 2022 was $450,845.

For Fiscal 2021 $509,210 was spent by the Company in

research and development activities, which were included in technology expenses.

None of these expenses were borne directly by

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.

structure of our compensation programs balances incentives earnings for both short-term and long-term performance such as health

insurance, paid time off and flexibility schedules.

To empower employees to unleash their potential, we provide onboarding training,

development mentorship with C-suite executives, and one on one coaching.

The Company believes that its rich culture of inclusion and

diversity enables it to create, develop and fully leverage the strength of its workforce to exceed customer expectation and meet its

growth objectives.

The Company places a high value on diversity and inclusion.

also utilize numerous outside consultants.

Our future success will depend partially on our ability to attract, retain and motivate qualified

We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages.

our relations with our employees and consultants to be satisfactory.

we do not have any product research and development efforts underway.

In future we may opt to engage in further development of our logistics

model depending on customer feedback.

we have approximately 8 full-time employees.

We are not a party to any collective bargaining agreements and have not experienced any

strikes or work stoppages.

We consider 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

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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.

What changed 10-K

Item 1. Business