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Item 1A. Risk Factors

2024-04-22 compared with 2023-03-27 · 427 added, 901 removed, 966 unchanged (58% of the section changed)

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These risks include, among others, the following:

have in the past been adversely affected by COVID-19 and may in the future be adversely affected

by COVID-19 and/or governmental responses thereto, as well as supply chain issues relating

are currently unprofitable, have generated net losses, and we may incur losses in the future;

may need additional financing in the future, which may not be available on favorable terms,

may need additional financing in the future, which may not be available on favorable terms, if at all;

may not be able to manage our future growth;

relating to implementing our acquisition strategies, and the risk that acquisitions will likely be dilutive to our stockholders and

we may not realize the anticipated benefits of certain strategic transactions that we pursue or effect;

of our competitors are better established and have resources significantly greater than ours;

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rely on third party contracts, which may not be renewed or may be terminated;

are currently facing and may in the future face difficulties in sourcing products and inventory

due to a variety of causes;

have in the past, and may in the future, not be able to sell our inventory, at or above the

price we acquired such inventory for, have in the past, and may in the future, be forced

to write-down inventory and certain of our other assets which may have a material adverse

effect on our balance sheet;

have in the past, and may in the future, not receive products or receive refunds for deposited

amounts and have experienced losses in connection with such deposits;

may be subject to claims that we violated intellectual property rights of others, which are

extremely costly to defend and could require us to pay significant damages and limit our

ability to operate;

business and operations depend on the proper functioning of information systems, critical

facilities and distribution networks and a disruption, cyber-attack, failure or destruction

of such networks, systems, or technologies may disrupt our business or result in liability;

may be losses or unauthorized access to or releases of confidential information, including

personally identifiable information, that could subject the Company to significant reputational,

financial, legal and operational consequences;

face risks associated with our business in the telehealth market, including risks associated

with legal challenges, relationships with third parties and affiliated professionals, our

network of qualified providers, competition for services;

new technologies, failure to develop

widespread brand awareness and regulatory risks from the Office of Inspector General, U.S.

Department of Health and Human Services (OIG) and the United States Department of Justice

(DOJ) around the practice of telehealth and expiring COVID-19 waivers;

certificate of incorporation limits the liability of our officers and directors and provides

for indemnification rights, mandatory forum selection provisions and limits the ability of

stockholders to call special meetings of stockholders;

may in the future face difficulties in sourcing products and inventory due to a variety of causes;

have in the past, and may in the future, not be able to sell our inventory, at or above the price we acquired such inventory for,

have in the past, and may in the future, be forced to write-down inventory and certain of our other assets which may have a material

adverse effect on our balance sheet;

have in the past, and may in the future, not receive products or receive refunds for deposited amounts and have experienced losses

in connection with such deposits;

may be subject to claims that we violated intellectual property rights of others, which are extremely costly to defend and could

require us to pay significant damages and limit our ability to operate;

business and operations depend on the proper functioning of information systems, critical facilities and distribution networks and

a disruption, cyber-attack, failure or destruction of such networks, systems, or technologies may disrupt our business or result

in liability;

may be losses or unauthorized access to or releases of confidential information, including personally identifiable information, that

could subject the Company to significant reputational, financial, legal and operational consequences;

face numerous risks, including risks associated with legal challenges, relationships with third parties and affiliated professionals,

competition for services;

new technologies, failure to develop widespread brand awareness and regulatory risks from the Office of

Inspector General, U.S.

Department of Health and Human Services (OIG) and the United States Department of Justice (DOJ) and state

regulators around pharmaceutical distribution now and in the future.

certificate of incorporation limits the liability of our officers and directors and provides for indemnification rights, mandatory

forum selection provisions and limits the ability of stockholders to call special meetings of stockholders;

incur significant costs to ensure compliance with U.S.

and NASDAQ Capital Market reporting

and corporate governance requirements;

are not currently in compliance with NASDAQ’s continued listing requirements and may

not be able to maintain the listing of our common stock on the NASDAQ Capital Market;

and NASDAQ Capital Market reporting and corporate governance requirements;

various times we have not been in compliance with NASDAQ’s continued listing requirements, and may not be able to maintain

the listing of our common stock on the NASDAQ Capital Market;

changes that affect our distribution channels could harm our business;

fraud laws are often vague and uncertain, exposing us to potential liability;

and expanded laws or regulations could have a material adverse effect on our business operations,

cash flows or future prospects;

public health crisis involving the abuse of prescription opioid pain medication could have

a material negative effect on our business;

and expanded laws or regulations could have a material adverse effect on our business operations, cash flows or future prospects;

public health crisis involving the abuse of prescription opioid pain medication could have a material negative effect on our business

operations and timely reporting to new state regulations.

Consolidation

healthcare industry may negatively impact our results of operations;

have identified material weaknesses in our internal control over financial reporting and

controls and procedures;

may not be sufficient liquidity in the market for our securities in order for investors to

sell their shares.

The market price of our common stock may continue to be volatile;

● Stockholders

may experience dilution to future equity sales, the exercise or conversion of outstanding

convertible securities or future transactions;

results of operations are subject to rising inflation, rising interest rates, governmental

responses thereto and possible recessions caused thereby;

Chief Executive Officer and President are our two largest stockholders and, as a result,

they can exert significant control over us and have actual or potential interests that may

differ from yours;

associated with the JOBS Act and our status as an emerging growth company;

associated with future acquisitions, including unknown liabilities and difficulty integrating

such acquisitions;

have identified material weaknesses in our internal control over financial reporting and controls and procedures;

may not be sufficient liquidity in the market for our securities in order for investors to sell their shares.

The market price of

our common stock may continue to be volatile;

may experience dilution to future equity sales, the exercise or conversion of outstanding convertible securities or future transactions;

results of operations are subject to rising inflation, rising interest rates, governmental responses thereto and possible recessions

caused thereby;

Chief Executive Officer and President are our two largest stockholders and, as a result, they can exert significant control over

us and have actual or potential interests that may differ from yours;

security attacks and website problems;

is substantial doubt regarding our ability to continue as a going concern;

may see a plateau in our Tele-Vet services offering due to a lack of providers as we are

not marketing the service;

may be changes in state law concerning the definition of “Tele-Vet” services

which may hinder our ability to provide services without an in-person visit to establish

This is known as establishing a veterinarian-client-patient relationship (VCPR);

litigation, government investigations, and other proceedings that may adversely affect our

business and results of operations.

litigation, government investigations, and other proceedings that may adversely affect our business and results of operations.

should be aware that there are substantial risks for an investment in our common stock.

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before you decide to invest in our common stock.

The reader should not consider this list to be

a complete statement of all risks and uncertainties.

any of the following risks were to occur, such as our business, financial condition, results of operations or other prospects, any of

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and prospective investors would lose all or part of their investment in our common stock.

Related to Our Business Operations

Related to Our Liquidity and Business Operations and Plans

business, financial condition and results of operations are subject to various risks and uncertainties, including those described below.

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generated from our consolidated operations for the years ended December 31, 2023 and 2022 were $8,272,214 and $10,250,168, respectively.

incurred a net loss of $3,909,868 for Fiscal 2022, compared to a net loss of $5,315,883 for the Fiscal 2021.

We may incur other losses

in the foreseeable future due to the significant costs associated with our business operations, including costs associated with maintaining

incurred a net loss of $13,720,546 for during the year ended December 31, 2023, compared to a net loss of $2,403,442 for the year ended December 31, 2022.

We may incur other losses in

the foreseeable future due to the significant costs associated with our business operations, including costs associated with maintaining

industry regulatory and licensure compliance.

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as well as costs to maintain minimum listing requirements of Nasdaq.

We cannot assure you

that our operations will annually generate sufficient revenues to fund our continuing operations or to fully implement our business plan,

and thereafter sustain profitability in any future period.

We cannot assure you that our

operations will annually generate sufficient revenues to fund our continuing operations or to fully implement our business plan, and

thereafter sustain profitability in any future period.

likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered

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As of December 31,

2022, the Company had an accumulated deficit of $19.7 million.

We have limited financial resources, as of December 31, 2022, we had working

capital of negative $0.053 million and a cash balance of $1.1 million.

We will need to raise additional capital or secure debt funding

to support on-going operations.

The sources of this capital are expected to be the sale of equity and debt, which may not be available

on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders.

If we are unable to access additional

capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity.

matters, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern for

a reasonable period of time, which is defined as within one year after the date that our condensed financial statements are issued.

financial statements incorporated by reference herein do not contain any adjustments to reflect the possible future effects on the classification

of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

The doubt regarding

our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or

Additionally, if we are unable to continue as a going concern, our stockholders may lose some or all of their investment in the

2023, the Company had an accumulated deficit of $33,245,940.

We have limited financial resources, as of December 31, 2023, we had a

working capital deficit of approximately $8,803,000 and a cash balance of approximately $152,000.

We will need to raise additional

capital or secure debt funding to support on-going operations.

The sources of this capital are expected to be the sale of equity and

debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing

stockholders.

If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future

revenues, our financial position, and liquidity.

These matters, when considered in the aggregate, raise substantial doubt about the

Company’s ability to continue as a going concern for a reasonable period of time, which is defined as within one year after

the date that our condensed financial statements are issued.

The financial statements incorporated by reference herein do not

contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of

liabilities that might result from the outcome of this uncertainty.

The doubt regarding our potential ability to continue as a going

concern may adversely affect our ability to obtain new financing on reasonable terms or at all.

Additionally, if we are unable to

continue as a going concern, our stockholders may lose some or all of their investment in the Company.

financing may not be available to us when needed or, if available, it may not be obtained on commercially reasonable terms.

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we do not obtain additional financing, our business, prospects, financial condition and results of operations will be adversely affected.

October 4, 2022 the Company entered into a securities purchase agreement (the “ Purchase Agreement ”) with a certain

institutional investor (the “ Purchaser ”).

The Purchase Agreement provided for the sale and issuance by the Company

of an aggregate of:

(i) 920,000 shares (the “ Shares ”) of the Company’s common stock, $0.00001 par value (the

“ Common Stock ”), (ii) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase up to 601,740

shares of Common Stock and (iii) warrants (the “ Private Placement Warrants ” and, together with the Shares and the

Pre-Funded Warrants, the “ Securities ”) to purchase up to 2,663,045 shares of Common Stock.

The offering price per

Share was $1.15 and the offering price per Pre-Funded Warrant was $1.14999.

The Private Placement Warrants were sold in a concurrent

private placement (the “ Private Placement ”), exempt from registration pursuant to Section 4(a)(2) and/or Rule 506

of the Securities Act of 1933, as amended (the “ Securities Act ”).

anticipates that we will require additional working capital in the future to pursue continued development of products, services, and

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We cannot accurately predict the timing and amount of such capital requirements.

Additional financing may not

be available to us when needed or, if available, it may not be obtained on commercially reasonable terms.

Furthermore, the recent

developments on the financial industry may impair our ability to obtain bank financings.

If we are not able to obtain the necessary

additional financing on a timely or commercially reasonable basis, we will be forced to delay or scale down some or all of our

development activities (or perhaps even cease the operation of our business).

Additional financing may not be

available to us when needed or, if available, it may not be obtained on commercially reasonable terms.

If we are not able to obtain the

necessary additional financing on a timely or commercially reasonable basis, we will be forced to delay or scale down some or all of

our development activities (or perhaps even cease the operation of our business).

Our access to additional capital may be negatively

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needed, we may be required to reduce the scope of our operations or our anticipated expansion, which could have a material adverse effect

have attempted to expand, and may further explore, the expansion of our business beyond our legacy healthcare and pharmacy focused business

model, and those efforts may not prove successful.

expect to attempt to broaden our current assets and operations through additional business combinations and acquisition transactions.

Certain of these transactions may involve companies involved in industries that are outside and different from our legacy operations,

which focused on the healthcare and pharmaceutical industries.

For example, during the year ended December 31, 2023 we acquired Superlatus a diversified food technology

These transactions, if successful, may result in a change of the Company’s focus, a change in the composition of its management,

and otherwise result in the Company entering new businesses in which it does not have substantial prior experience.

As a result, these

transactions may not prove successful or may result potential negative effects that prevent us from realizing the benefits of such transaction

and, in turn, have a material adverse impact on our stock price, financial condition, results of operations and liquidity.

is likely that any efforts we may make to acquire a business will result in substantial additional dilution to our stockholders.

existing resources will likely be insufficient to support business operations for a significant period of time.

Furthermore, with any

business combination or acquisition in which we engage, we will likely issue shares of our common stock rather than paying cash for the

Moreover, if we raise capital for any operations in the future or issue stock for a business combination or acquisition, such

action will require the issuance of equity or debt securities which will likely result in substantial dilution to our existing stockholders.

Although we will attempt to minimize the dilutive impact of any future business acquisition or capital-raising activities, we cannot

offer any assurance that we will be able to do so.

acquisitions and investments in new businesses and new products, services, and technologies is inherently risky, and could disrupt our

ongoing businesses.

have invested and expect to continue to invest in new businesses, products, services, and technologies.

Such endeavors may involve significant

risks and uncertainties, including insufficient revenues from such investments to offset any new liabilities assumed and expenses associated

with these new investments, inadequate return of capital on our investments, distraction of management from current operations, and unidentified

issues not discovered in our due diligence of such strategies and offerings that could cause us to fail to realize the anticipated benefits

of such investments and incur unanticipated liabilities.

Because these new ventures are inherently risky, no assurance can be given that

such strategies and offerings will be successful and will not adversely affect our reputation, financial condition, and operating results.

To date we have taken losses and/or write-downs on several businesses, products, services, and technologies.

had $725,973 of loss on impairment of goodwill for the fiscal year ended December 31, 2020, in connection with the acquisition of

Community Specialty Pharmacy, LLC;

designed and invested resources into the “Bonum Health Hub”, a self-enclosed, free standing virtual examination room,

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

however, the Company does not anticipate installations moving forward, and took a write off of the hubs purchased at

June 30, 2021 in the amount of $143,891, which was included under loss on inventory investments in the statement of operations for

the year ended December 31, 2021;

also used resources and funding to create a Health Passport application during 2020 and 2021, which was planned to store a user’s

health and vaccination status and allow confirmation thereof via a QR code;

however, we did not generate any revenue from this product

and the product was discontinued at the end of December 2021;

had $792,500 of loss on impairment of intangible assets related to our investment in the joint venture SOSRx, LLC formed in February

The subsidiary did not generate material revenue and in February of 2023 the Company voluntarily withdrew from the joint

venture agreement.

The asset impairment is reflected in the statement of operations for the year ended December 31, 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,

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

recorded a loss of $875,250 in connection with CSP Test Kits purchased for our Community Specialty Pharmacy that were later deemed

inappropriate for distribution by the FDA.

The inventory was written down and was recorded as loss on inventory investment in the

statement of operations during the year ended December 31, 2022;

During the year ended December 31,

2023 we acquired Superlatus through a merger transaction, however, due to various complications with the post-closing integration

we elected to divest Superlatus in March 2024.

use of resources for new businesses and new products, services, and technologies, to the extent such new businesses and new products,

services, and technologies do not generate revenues or profits may take management’s focus and time away from more profitable endeavors,

may require the Company to take significant write-downs or write-offs, may take funding away from the Company’s other operations

or growth opportunities, which may ultimately be more profitable, and may have a material adverse effect on the Company’s cash

flows, liquidity and revenues, any or all of which may cause the value of the Company’s securities to decline in value or become

to adequately manage our planned aggressive growth strategy may harm our business or increase our risk of failure.

the foreseeable future, we intend to pursue an aggressive growth strategy for the expansion of our operations through increased product

development and marketing (or acquisitions of business operations and assets outside of our legacy operations).

Our ability to rapidly

expand our operations will depend upon many factors, including our ability to work in a regulated environment, market value-added products

effectively to independent pharmacies, establish and maintain strategic relationships with suppliers, and obtain adequate capital resources

on acceptable terms.

Any restrictions on our ability to expand may have a materially adverse effect on our business, results of operations,

and financial condition.

Accordingly, we may be unable to achieve our targets for sales growth, and our operations may not be successful

or achieve anticipated operating results.

Additionally,

our growth may place a significant strain on our managerial, administrative, operational, and financial resources and our infrastructure.

Our future success will depend, in part, upon the ability of our senior management to manage growth effectively.

This will require us

to, among other things:

additional management information systems;

develop our operating, administrative, legal, financial, and accounting systems and controls;

additional personnel;

additional levels of management within our company;

additional office space;

close coordination among our engineering, operations, legal, finance, sales and marketing, and client service and support organizations;

our expanding international operations.

a result, we may lack the resources to deploy our services on a timely and cost-effective basis.

Failure to accomplish any of these requirements

could impair our ability to deliver services in a timely fashion or attract and retain new customers.

business combinations and acquisition transactions, if any, as well as recently closed business combinations and acquisition transactions,

may not succeed in generating the intended benefits and may adversely affect our business.

of our growth strategy is to evaluate strategic acquisitions or relationships from time to time.

The inability of our management to successfully

integrate acquired businesses, assets or technologies, and any related diversion of management’s attention, could have a material

adverse effect on our business, operating results and financial condition.

Business combinations and other acquisition transactions may

have a direct adverse effect on our financial condition, results of operations, liquidity or stock price.

To complete acquisitions or

other business combinations, we may have to use cash, issue new equity securities with dilutive effects on existing stockholders, take

on new debt, assume contingent liabilities or amortize assets or expenses in a manner that might have a material adverse effect on our

balance sheet, results of operations or liquidity.

These and other potential negative effects of an acquisition transaction could prevent

us from realizing the benefits of such transaction and have a material adverse impact on our stock price, financial condition, results

of operations and liquidity.

we do not successfully implement any acquisition strategies, our operating results and prospects could be harmed.

face competition within our industry for acquisitions of businesses, technologies and assets, and, in the future, such competition may

become more intense.

As such, even if we are able to identify an acquisition that we would like to consummate, we may not be able to

complete the acquisition on commercially reasonable terms or at all because of such competition.

Furthermore, if we enter into negotiations

that are not ultimately consummated, those negotiations could result in diversion of management time and significant out-of-pocket costs.

Even if we are able to complete such acquisitions, we may additionally expend significant amounts of cash or incur substantial debt to

finance them, which indebtedness could result in restrictions on our business and use of available cash.

In addition, we may finance

or otherwise complete acquisitions by issuing equity or convertible debt securities, which could result in dilution of our existing stockholders.

If we fail to evaluate and execute acquisitions successfully, we may not be able to realize their benefits.

If we are unable to successfully

address any of these risks, our business, financial condition or operating results could be harmed.

we make any acquisitions, they may disrupt or have a negative impact on our business.

we make acquisitions in the future, funding permitting, which may not be available on favorable terms, if at all, we could have difficulty

integrating the acquired company’s assets, personnel and operations with our own.

We do not anticipate that any acquisitions or

mergers we may enter into in the future would result in a change of control of the Company.

In addition, the key personnel of the acquired

business may not be willing to work for us.

We cannot predict the effect expansion may have on our core business.

Regardless of whether

we are successful in acquiring, the negotiations could disrupt our ongoing business, distract our management and employees and increase

our expenses.

In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without

limitation, the following:

difficulty of integrating acquired products, services or operations;

potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies;

in maintaining uniform standards, controls, procedures and policies;

potential impairment of relationships with employees and customers as a result of any integration of new management personnel;

potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products

to new and existing customers;

effect of any government regulations which relate to the business acquired;

unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition

or modify the marketing and sales of acquired products or operations, or the defense of any litigation, whether or not successful,

resulting from actions of the acquired company prior to our acquisition;

expenses under the labor, environmental and other laws of various jurisdictions.

business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems

encountered in connection with an acquisition, many of which cannot be presently identified.

These risks and problems could disrupt our

ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations.

we do not maintain a current and effective prospectus relating to the common stock issuable upon exercise of the Private Placement Warrants,

holders may exercise such Private Placement Warrants on a “cashless basis.”

October 4, 2022 the Company entered into a securities purchase agreement (the “ Purchase Agreement ”) with a certain

institutional investor.

The Purchase Agreement provided for the sale and issuance by the Company of an aggregate of:

(i) 61,334 shares

of the Company’s common stock, (ii) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase up to 40,116

shares of common stock and (iii) warrants (the “ Private Placement Warrants ”“) to purchase up to 177,537 shares

of common stock.

we do not maintain a current and effective prospectus relating to the shares of common stock issuable upon exercise of the Private Placement

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than it would have been had such holders exercised their Private Placement Warrants for cash.

Under the terms of the Purchase Agreement,

we have agreed to file a registration statement to register the shares of common stock issuable upon the exercise of the Private Placement

Warrants (the “Private Placement Warrant Shares”), as soon as practicable (and in any event within 60 calendar days of the

date of the Purchase Agreement), and use commercially reasonable efforts to cause such registration statement to become effective within

181 days following the closing date of the offering of the Securities and to keep such registration statement effective at all times

until the investor holds no Private Placement Warrants or Private Placement Warrant Shares issuable upon exercise thereof.

cannot assure you that we will be able to do so.

If the Private Placement Warrants are exercised on a “cashless” basis, we

will not receive any consideration from such exercises.

of the Private Placement Warrants could discourage an acquisition of us by a third party.

provisions of the Private Placement Warrants could make it more difficult or expensive for a third party to acquire us.

The Private Placement

Warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things,

the surviving entity assumes our obligations under the Private Placement Warrants.

Further, the Private Placement Warrants provide that,

in the event of certain transactions constituting “fundamental transactions,” with some exception, holders of such warrants

will have the right, at their option, to require us to repurchase such warrants at a price described in such warrants.

These and other

provisions of the Private Placement Warrants could prevent or deter a third party from acquiring us even where the acquisition could

be beneficial to you.

Pursuant to the terms of the Purchase Agreement,

we filed a registration statement to register the shares of common stock issuable upon the exercise of the Private Placement Warrants

(the “Private Placement Warrant Shares”).

We have agreed to keep such registration statement effective at all times until

the investor holds no Private Placement Warrants or Private Placement Warrant Shares issuable upon exercise thereof.

However, we cannot

assure you that we will be able to do so.

If the Private Placement Warrants are exercised on a “cashless” basis, we will

not receive any consideration from such exercises.

of the Private Placement Warrants and our outstanding Series C Preferred Stock could discourage an acquisition of us by a third party.

provisions of the Private Placement Warrants and our outstanding Series C Preferred Stock could make it more difficult or expensive for

a third party to acquire us.

The securities prohibit us from engaging in certain transactions constituting “fundamental transactions”

unless, among other things, the surviving entity assumes our obligations under the Private Placement Warrants and the Series C Preferred

Further, the Private Placement Warrants provide that, in the event of certain transactions constituting “fundamental transactions,”

with some exception, holders of such warrants will have the right, at their option, to require us to repurchase such warrants at a price

described in such warrants.

These and other provisions of the Private Placement Warrants could prevent or deter a third party from acquiring

us even where the acquisition could be beneficial to you.

Private Placement Warrants have certain anti-dilutive rights.

Private Placement Warrants include full ratchet anti-dilutive rights in the event any shares of common stock or other equity or equity

equivalent securities payable in common stock are granted, issued or sold (or the Company enters into any agreement to grant, issue or

sell), or in accordance with the terms of the warrant agreement evidencing the Private Placement Warrants, are deemed to have granted,

issued or sold, in each case, at a price less than the exercise price, which automatically decreases the exercise price of the Warrants

upon the occurrence of such event, as described in greater detail in the warrant agreement, subject to a minimum exercise price of $0.232

Such anti-dilution rights, if triggered, could result in a significant decrease in the exercise price of the Private Placement

Warrants, which could result in significant dilution to existing shareholders.

Private Placement Warrants include full ratchet anti-dilutive rights in the event any shares of common stock or other equity or

equity equivalent securities payable in common stock are granted, issued or sold (or the Company enters into any agreement to grant,

issue or sell), or in accordance with the terms of the warrant agreement evidencing the Private Placement Warrants, are deemed to

have granted, issued or sold, in each case, at a price less than the exercise price, which automatically decreases the exercise

price of the Warrants upon the occurrence of such event, as described in greater detail in the warrant agreement, subject to a

defined minimum exercise price.

Such anti-dilution rights, if triggered, could result in a significant decrease

in the exercise price of the Private Placement Warrants, which could result in significant dilution to existing

shareholders.

Private Placement Warrants are accounted for as liabilities and the changes in value of such Private Placement Warrants may have a material

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and may also depress the market price of our common stock .

Private Placement Warrants will be exercisable for up to 2,633,045 shares of common stock, provided that the Private Placement Warrants

contain a provision limiting each holder’s ability to exercise the warrants if such exercise would cause the holder’s (or

any affiliate of any such holder) holdings in the Company to exceed 4.99% of the Company’s issued and outstanding shares of common

stock (which may be increased or decreased with 61 days prior written notice from the holder, to up to 9.99% of the Company’s issued

and outstanding shares of common stock).

The ownership limitation does not prevent such holder from exercising some of the warrants,

selling those shares, and then exercising the rest of the warrants, while still staying below the 4.99% limit.

In this way, the holder

of the warrants could sell more than this limit while never actually holding more shares than this limit allows.

If the holder of the

warrants chooses to do this, it will cause substantial dilution to the then holders of our common stock.

Private Placement Warrants are exercisable for up to 177,537 shares of common stock, provided that the Private Placement Warrants contain

a provision limiting each holder’s ability to exercise the warrants if such exercise would cause the holder’s (or any affiliate

of any such holder) holdings in the Company to exceed 4.99% of the Company’s issued and outstanding shares of common stock (which

may be increased or decreased with 61 days prior written notice from the holder, to up to 9.99% of the Company’s issued and outstanding

shares of common stock).

The ownership limitation does not prevent such holder from exercising some of the warrants, selling those shares,

and then exercising the rest of the warrants, while still staying below the 4.99% limit.

In this way, the holder of the warrants could

sell more than this limit while never actually holding more shares than this limit allows.

If the holder of the warrants chooses to do

this, it will cause substantial dilution to the then holders of our common stock.

exercises of the warrants and sales of such shares issuable upon exercise thereof take place, the price of our common stock may decline.

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from, and to comply with operating and security standards of, numerous governmental bodies..

For example, as a wholesale distributor of

controlled substances, we must hold valid DEA registrations and state-level licenses, meet various security and operating standards,

and comply with the Controlled Substances Act (CSA).

Failure to maintain or renew necessary permits, product registrations, licenses

or approvals, or to comply with required standards, could have an adverse effect on our results of operations and financial condition.

Failure to maintain or renew necessary permits,

product registrations, licenses or approvals, or to comply with required standards, could have an adverse effect on our results of operations

and financial condition.

We are also required to comply with various state pricing gouging laws.

Products that we source and distribute must also comply with

regulatory requirements.

Products that we source and distribute

must also comply with regulatory requirements.

Noncompliance

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off competition.

expect to compete with the three largest ADR distributors (McKesson, Cardinal Health and AmerisourceBergen), in addition to other pharmaceutical

expect to compete with large ADR distributors (such as McKesson, Cardinal Health and AmerisourceBergen), in addition to other pharmaceutical

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

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will need to expand our member base or our profit margins to attain profitability.

we are paid an administrative fee of up to 6 percent of the buying price on the generic pharmaceuticals sold to pharmacies and up to

1 percent on brand pharmaceuticals that pass through our pharmaceutical exchanges.

Our management is aware that the competitiveness

of the group of suppliers that participate in our system and price products on our exchange is a key factor in determining how many purchasing

pharmacies and wholesalers will purchase products through our platforms.

However, price is not the only factor that influences where

retail pharmacies will obtain their product.

Quality fulfillment services are also important, and retail pharmacies have historically

received quality fulfillment services from the three major ADR distributors.

In order to be more competitive, we must improve our customer

service and wholesaler fulfillment efforts, because the independent retail pharmacy has for years considered this element of the fulfillment

process as important as price.

Other factors influencing the pharmacies purchasing behavior in the future will be changes brought upon

by the ACA, which regulates some aspects of pharmaceutical spending and pricing.

Management believes that we should benefit substantially

from our pricing and product knowledge that is offered by our platform.

we are aware of the competitiveness of the group of suppliers that participate within our industry and intend to price products accordingly.

However, price is not the only factor that influences where retail pharmacies will obtain their product.

Quality fulfillment services

are also important, and retail pharmacies have historically received quality fulfillment services from the three major ADR distributors.

In order to be more competitive, we must improve our customer service and fulfillment efforts, because the independent retail pharmacy

has for years considered this element of the fulfillment process as important as price.

Other factors influencing the pharmacies purchasing

behavior in the future will be changes brought upon by the ACA, which regulates some aspects of pharmaceutical spending and pricing.

Management believes that we should benefit substantially from our pricing and product knowledge that is offered by our platform.

Profitability

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our membership base through attendance at annual conferences and other strategies.

Trxade has an expanded e-mail marketing strategy based

on our competitive price advantages and price trend analysis tools.

We intend to expand our e-mail marketing strategy

based on our competitive price advantages and unique distribution services.

are inherent risks associated with our operations within the Pharmaceutical Distribution Market.

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the financial resources to do so.

Additionally, although we have evaluated appropriate state statutes and federal laws pertaining

to pharmaceutical distribution in an effort to diminish our risks, the Board of Pharmacy for each state is responsible for interpreting

Additionally, although we have evaluated appropriate state statutes and federal laws pertaining to

pharmaceutical distribution in an effort to diminish our risks, the Board of Pharmacy for each state is responsible for interpreting

their state laws, and their interpretations may not comport with our analysis.

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or of limited length, a change may be difficult to implement.

At this time, we have a working relationship with over 50 wholesalers and

the nation’s largest buying group.

Although we believe that those entities are satisfied with their business relationship with

Trxade, if our buying group and two or three of the wholesalers decided no longer to do business with us, that supplier void would materially

and adversely affect our competitiveness in the marketplace.

At this time, we have a working relationship with over 10 manufacturers

and other suppliers.

Although we believe that those entities are satisfied with their business relationship with Trxade, if our buying

group pharmacies and several of our vendors decided no longer to do business with us, that vendor void would materially and adversely

affect our competitiveness in the marketplace.

depend on suppliers to make their drugs and other medical products available to us for resale and are subject to risks associated with

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or access to raw materials could result in supplier production shutdowns, product shortages and other supply disruptions.

pandemic has adversely affected the availability of some products, resulting in product allocation and delivery delays.

risks might have a materially adverse impact on our business operations and our financial position or results of operations.

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are currently facing and may in the future face difficulties in sourcing products and inventory due to a variety of causes.

to the continued effects of the COVID-19 pandemic, the governmental responses to contain the spread of such virus, we have to date experienced

issues with the availability of certain products, resulting in product allocation and delivery delays, which has not to date, had a material

adverse effect on our results of operations.

We might also experience difficulties and delays in sourcing products and inventory due

to a variety of causes in the future, such as:

difficulties in complying with the legal requirements for export or import of pharmaceuticals

or components;

times, we have to date experienced issues with the availability of certain products, resulting in product allocation and delivery delays,

which has not to date, had a material adverse effect on our results of operations.

We might also experience difficulties and delays in

sourcing products and inventory due to a variety of causes in the future, such as:

difficulties in complying with the legal requirements

for export or import of pharmaceuticals or components;

suppliers’ failures to satisfy production demand;

manufacturing or supply problems such as inadequate resources;

manufacturing or supply

problems such as inadequate resources;

real or perceived quality issues;

and advanced deposits which are at risk of return if product is not delivered.

Difficulties in product

manufacturing or access to raw materials could result in supplier production shutdowns, product shortages and other supply disruptions.

Any of these risks might have a materially adverse impact on our business operations and our financial position or results of operations.

and advanced deposits which are at risk of return if product

is not delivered.

Difficulties in product manufacturing or access to raw materials could result in supplier production shutdowns, product

shortages and other supply disruptions.

Any of these risks might have a materially adverse impact on our business operations and our

financial position or results of operations.

have in the past, and may in the future, not be able to sell our inventory, at or above the price we acquired such inventory for, and

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adverse effect on our balance sheet.

to the supply and demand nature of our pharmaceutical business and the personal protective equipment (PPE) business, especially in connection

with the rapidly changing regulations, recommendations and guidance surrounding COVID-19, the inventory of products we have acquired,

or may acquire in the future, has been/may be, acquired at a cost higher than the price at which we may be able to resell such products.

As a result, in the past we have, and in the future we may not be able to, make a profit on such sales and have in the past and may in

the future, have to write-down a significant portion of our inventory.

During the years ended December 31, 2022 and 2021, write-down

to market value was $0 and $376,348 respectively.

A significant write-down of assets may have a material adverse effect on our

balance sheet and results of operations.

to the supply and demand nature of our pharmaceutical business especially in connection with the rapidly changing regulations, and

varying demand of certain medications the inventory of products we have acquired, or may acquire in the future, has been/may be,

acquired at a cost higher than the price at which we may be able to resell such products.

As a result, in the past we have, and in

the future we may not be able to, make a profit on such sales and have in the past and may in the future, have to write down a

significant portion of our inventory.

During the years ended December 31, 2023 and 2022, write down to market value was $4,265,399

and $0 respectively.

A significant write down of assets may have a material adverse effect on our balance sheet and results of

may not receive products or receive refunds for deposited amounts and may experience losses in connection with such deposits.

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results of operations and the value of our securities.

July 2020, the Company’s wholly-owned subsidiary, Integra, entered into an agreement with Studebaker Defense Group, LLC

(“ Studebaker ”) wherein Integra would pay Studebaker a down payment of $500,000 and Studebaker would deliver

180,000 boxes of nitrile gloves by August 14, 2020.

Integra wired the $500,000 to Studebaker, but to date, Studebaker has not

delivered the gloves or provided a refund of the deposit.

On December 31, 2020, we filed a complaint against Studebaker in Florida

state court, Case No.

20-CA-010118 in the Circuit Court for the Thirteenth Judicial Circuit in Hillsborough County, for among other

things, breach of contract.

On January 29, 2021, Integra Pharma Solutions filed a motion for clerk’s default against

On February 2, 2021, the clerk of court issued a default judgment against Studebaker.

On March 4, 2021, Integra Pharma

Solutions filed a motion for final default judgment against Studebaker.

On March 22, 2021, counsel for Studebaker filed a notice of

appearance in the case.

On March 24, Studebaker filed a response in opposition to the motion for final judgment, and on March 25,

2021, Studebaker filed a motion to dismiss the case.

On May 14, 2021, the Court denied Integra’s motion for final default

judgment, granted Studebaker’s motion to set aside the clerk’s default, and denied Studebaker’s motion to dismiss.

An amended answer and affirmative defenses were filed by Studebaker on October 14, 2021.

Integra’s motion to strike the

affirmative defenses, or in the alternative, motion for more definite statement is scheduled for hearing on April 27, 2022.

also scheduled the deposition of Studebaker’s corporate representative on April 12, 2022, and moved to compel better answers

to outstanding discovery.

The litigation remains pending and is in the discovery phase.

Integra remains confident it can

successfully prosecute its claims against Studebaker on the merit.

On June 30, 2021, the $500,000 was recorded as Loss on Inventory

August 2020, Integra, entered into an agreement with Sandwave Group Dsn Bhd (“ Sandwave ”), wherein Integra would pay

Sandwave a down payment of $581,250 and Sandwave’s supplier, Crecom Burj Group SDN BHD (“ Crecom ”), would deliver

150,000 boxes of nitrile gloves within 45 days.

Integra wired the $581,250 to Sandwave, which in turn wired the purchase price to Crecom,

which Crecom accepted;

however, to date, Crecom has not delivered the nitrile gloves.

Integra demanded return of its $581,250 and Crecom

has acknowledged that Integra is entitled to a refund, but to date Crecom has failed to return Integra’s money.

In February 2021,

Integra filed a complaint against Crecom in Malaysia:

WA-22NCC-55-02/2021 in the High Court of Malaysia at Kuala Lumpur in the

Federal Territory, Malaysia for the Malaysian equivalent of breach of contract.

Crecom filed an appearance on March 1, 2021.

2021, an Application for Summary Judgment was filed with the court, and on May 25, 2021, the Court extracted the sealed application,

and a copy thereof was served on Crecom’s attorneys and Crecom, 14 days later, filed an Affidavit in Reply with the court alleging

that there are issues to be tried and that this case must go to a full trial.

On June 28, 2021, the court directed both parties to file

their written submissions/arguments in relation to the application for summary judgment on or before July 12, 2021, and scheduled a hearing

thereon for August 26, 2021.

At the final hearing on October 18, 2021, the ruling for the summary judgment was denied and a trial date

The Company believes that it will prevail in the lawsuit filed;

but the steps to enforce a judgment in Malaysia, if any,

may be cumbersome, time-consuming or costly.

The Company cannot determine the timing of the judgment, nor the amount ultimately collected.

On June 30, 2021, the $581,250 was recorded as Loss on Inventory Investment.

May 20, 2022, effective as of May 18, 2022, the Company’s wholly owned subsidiary Community Specialty Pharmacy, LLC (“ CSP ”)

entered into an agreement to acquire COVID-19 testing kits (the “ CSP Test Kits ”) from a third party vendor for an

aggregate of $1,200,000, of which $875,000 was paid on May 23, 2022.

The Company received the CSP Test Kits in July of 2022.

18, 2022, the Company was informed by the vendor that the vendor had received a letter from the U.S.

Food and Drug Administration (“ FDA ”)

that the CSP Test Kits were misbranded under Section 502(o) of the Federal Food.

Drug, and Cosmetic Act (“ FDC Act ”)

(21 USC 352(o)) and adulterated under Section 501(f) of the FDC Act (21 USC 351(f)).

Furthermore, the vendor informed the Company that

the letter from the FDA also stated that because of the FDA’s prohibition on the distribution of adulterated and/or misbranded

devices applies to all parties along the distribution chain, the FDA was advising the vendor against furthering the distribution of the

CSP Test Kits in interstate commerce.

At this time the Company has informed the vendor that it expects the vendor to provide a full return

of the $875,000 paid on May 23, 2022, along with any additional damages that the Company may incur.

As of December 31, 2022, $875,250

was recorded as a loss on inventory investment in the statement of operations for Fiscal 2022.

In the past we (or our subsidiaries) have been involved in litigation with suppliers

and disputes regarding deposits made with third parties, including litigation involving Studebaker Defense Group, LLC and Sandwave Group

These disputes previously resulted in the Company recording a loss on inventory investments.

quarterly results have in the past, and may in the future, fluctuate significantly due to certain non-recurring sales of products.

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and should not be relied upon as an indication of future performance.

investments in new businesses and new products, services, and technologies is inherently risky, and could disrupt our ongoing businesses.

have invested and expect to continue to invest in new businesses, products, services, and technologies.

Such endeavors may involve significant

risks and uncertainties, including insufficient revenues from such investments to offset any new liabilities assumed and expenses associated

with these new investments, inadequate return of capital on our investments, distraction of management from current operations, and unidentified

issues not discovered in our due diligence of such strategies and offerings that could cause us to fail to realize the anticipated benefits

of such investments and incur unanticipated liabilities.

Because these new ventures are inherently risky, no assurance can be given that

such strategies and offerings will be successful and will not adversely affect our reputation, financial condition, and operating results.

To date we have taken losses and/or write-downs on several businesses, products, services, and technologies.

had $725,973 of loss on impairment of goodwill for the fiscal year ended December 31, 2020, in connection with the acquisition of

Community Specialty Pharmacy, LLC;

designed and invested resources into the “Bonum Health Hub”, a self-enclosed, free standing virtual examination room,

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

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;

also used resources and funding to create a Health Passport application during 2020 and 2021, which was planned to store a user’s

health and vaccination status and allow confirmation thereof via a QR code;

however, we did not generate any revenue from this product

and the product was discontinued at the end of December 2021;

had $792,500 of loss on impairment of intangible assets related to our investment in the joint venture SOSRx, LLC formed in February

The subsidiary did not generate material revenue and in February of 2023, subsequent to the Fiscal 2022, the Company voluntarily

withdrew from the joint venture agreement.

The asset impairment is reflected in the statement of operations for the 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;

recorded a loss of $875,250 in connection with CSP Test Kits purchased for our Community Specialty Pharmacy that were later deemed

inappropriate for distribution by the FDA.

The Company plans to attempt to recover this amount from the vendor in 2023, however the

inventory was written down and was recorded as loss on inventory investment in the statement of operations for Fiscal 2022.

use of resources for new businesses and new products, services, and technologies, to the extent such new businesses and new products,

services, and technologies do not generate revenues or profits may take management’s focus and time away from more profitable endeavors,

may require the Company to take significant write-downs or write-offs, may take funding away from the Company’s other operations

or growth opportunities, which may ultimately be more profitable, and may have a material adverse effect on the Company’s cash

flows, liquidity and revenues, any or all of which may cause the value of the Company’s securities to decline in value or become

Relating to Our Information Systems;

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business and operations depend on the proper functioning of information systems, critical facilities and distribution networks.

rely on our and third-party service providers’ information systems for a wide variety of critical operations, including to obtain,

rapidly process, analyze and manage data to:

the purchase and distribution of inventory items from distribution centers;

rely on our manufacturer, vendors and other third-party service providers’ information systems for a wide variety of critical operations,

including to obtain, rapidly process, analyze and manage data to:

the purchase and distribution of inventory items

process and ship orders on a timely basis;

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the past, we had an incident with an email account being compromised and an attempt was made to get us to wire outgoing money.

did not fall victim to the attempt, conducted a thorough investigation, performed cleanup procedures, and instituted additional security

not fall victim to the attempt, conducted a thorough investigation, performed cleanup procedures, and instituted additional security

measures to mitigate the risk of this incident from occurring in the future.

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the client to cancel the contract, obtain refunds of amounts previously paid, or assert claims for significant damages.

Associated with Bonum Health Telemedicine Services

telehealth market is immature and volatile.

telehealth market is relatively new and unproven, and it is uncertain whether it will achieve and sustain high levels of demand, consumer

acceptance and market adoption.

Our success will depend to a substantial extent on the willingness of our clients’ members or patients

to use, and to increase the frequency and extent of their utilization of, our services, as well as on our ability to demonstrate the

value of telehealth to employers, health plans, government agencies and other purchasers of healthcare for beneficiaries.

Negative publicity

concerning our services or the telehealth market as a whole could limit market acceptance of our services.

If our clients, or their members

or patients, do not perceive the benefits of our services, or if our services are not competitive, then our market may not develop at

all, or it may develop more slowly than we expect.

Similarly, individual and healthcare industry concerns or negative publicity regarding

patient confidentiality and privacy in the context of telehealth could limit market acceptance of our healthcare services.

these events occurs, it could have a material adverse effect on our business, financial condition or results of operations.

telehealth business could be adversely affected by legal challenges to our business model or by actions restricting our ability to provide

services in certain jurisdictions.

ability to conduct telehealth services in a particular U.S.

state is dependent upon the applicable laws governing remote healthcare and

the practice of medicine and healthcare delivery in general in such location which are subject to changing political, regulatory and

other influences.

With respect to telehealth services, such services and our ability to offer such services are subject to rules established

or interpreted by state medical boards and whether such boards consider such services to be the practice of medicine.

The definition

of practicing medicine is subject to change and open to evolving interpretations by medical boards and state attorneys’ generals,

among others.

Accordingly, we must monitor our compliance with laws in the jurisdictions in which we operate on an ongoing basis, and

we cannot provide assurance that our activities and arrangements, if challenged, will be found to be in compliance with the law.

Additionally,

it is possible that the laws and rules governing the practice of medicine, including remote healthcare, in one or more jurisdictions

may change in a manner which negatively effects our ability to operate.

If a successful legal challenge or an adverse change in the relevant

laws were to occur, and we were unable to adapt our business model accordingly, our operations in the affected jurisdictions would be

disrupted, which could have a material adverse effect on our business, financial condition and results of operations.

our telehealth business, we will be dependent on our relationships with affiliated professions and our business would be adversely affected

if those relationships were disrupted.

is a risk that state authorities in some jurisdictions may find that contractual relationships with physicians providing telehealth violate

laws prohibiting the corporate practice of medicine.

State corporate practice of medicine doctrines also often impose penalties on physicians

themselves for aiding the corporate practice of medicine, which could discourage physicians from participating in our network of providers.

A material change in our relationship with our healthcare providers, whether resulting from a dispute among the entities, a change in

government regulation, or the loss of these affiliations, could impair our ability to provide services and could have a material adverse

effect on our business, financial condition and results of operations.

telehealth business will depend on our ability to maintain and expand a network of qualified providers.

success of our delivery through the Bonum Health app and/or Bonum Health Hubs (the “ Bonum Health Business ”)

telehealth services is dependent upon our ability to maintain a network of qualified telehealth providers.

If we are unable to recruit

and retain board-certified physicians and other healthcare professionals, it would have a material adverse effect on our “ Bonum

Health ” Business and our ability to grow its operations.

We may not be willing to pay the costs demanded by such services providers

and/or changes in Medicare and/or Medicaid reimbursement levels and other pressures on healthcare providers and consolidation activity

among hospitals, physician groups and healthcare providers may make such providers harder or more expensive to find and contract with.

The result of the above may be that our Bonum Health Business telehealth services are unsuccessful, which may result in a material adverse

effect to our operations.

technological change in the telehealth industry presents us with significant risks and challenges.

telehealth market is characterized by rapid technological change, changing consumer requirements, short product lifecycles and evolving

industry standards.

Our success will depend on our ability to enhance our offerings with next-generation technologies and to develop

or to acquire and market new services.

There is no guarantee that we will possess the resources, either financial or personnel, for the

research, design and development of new applications or services, or that we will be able to utilize these resources successfully and

avoid technological or market obsolescence.

Further, there can be no assurance that technological advances by one or more of our competitors

or future competitors will not result in our present or future software-based products and services becoming uncompetitive or obsolete.

telehealth industry is competitive, and if we are not able to compete effectively, our business, financial condition and results of operations

will be harmed.

the telehealth market is in an early stage of development, it is competitive and we expect it to attract increased competition, which

could make it difficult for us to succeed.

We currently face competition in the telehealth industry from a range of companies, including

specialized software and solution providers that offer similar solutions, often at substantially lower prices, and that are continuing

to develop additional products and becoming more sophisticated and effective.

These competitors include Doctor On Demand, MDLive, Teladoc

In addition, large, well-financed health systems have in some cases developed their own telehealth tools and provide these

solutions to their customers at discounted prices.

The surge in interest in telehealth, and in particular the relaxation of HIPAA privacy

and security requirements, has also attracted new competition from providers who utilize consumer-grade video conferencing platforms

such as Zoom, Microsoft Teams, Google Meet and Twilio.

Competition from large software companies or other specialized solution providers,

communication tools and other parties could result in continued pricing pressures, which is likely to lead to price declines in certain

product segments, which could negatively impact our future market, sales, profitability and market share (if any).

If we are unable to

successfully compete in the telehealth market, our business, financial condition and results of operations could be materially adversely

emergence of new technologies may render our telehealth solution obsolete or require us to expend significant resources in order to remain

healthcare industry is massive, with a number of large market participants with conflicting agendas, and it is subject to significant

government regulation and is currently undergoing significant change.

Changes in the telehealth industry, for example, such as the emergence

of new technologies as more competitors enter our market, could result in our telehealth solution being less desirable or relevant.

healthcare benefits trends shift or entirely new technologies are developed that replace existing solutions, our existing or future products

could be rendered obsolete, and our business could be adversely affected.

In addition, we may experience difficulties with industry standards,

design or marketing that could delay or prevent our development, introduction or implementation of new applications and enhancements.

we fail to develop widespread brand awareness cost-effectively, our business may suffer.

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or as executive officers.

will continue to incur increased costs as a result of being a reporting company, and given our limited capital resources, such additional

costs may have an adverse impact on our profitability.

are an SEC-reporting company.

The rules and regulations under the Exchange Act require reporting companies to provide periodic reports

with interactive data files, which require that we engage legal, accounting and auditing professionals, and inline eXtensible Business

Reporting Language (iXBRL) and EDGAR (Electronic Data Gathering, Analysis, and Retrieval) service providers.

The engagement of such services

can be costly, and we may continue to incur additional losses, which may adversely affect our ability to continue as a going concern.

In addition, the Sarbanes-Oxley Act of 2002, as well as a variety of related rules implemented by the SEC, have required changes in corporate

governance practices and generally increased the disclosure requirements of public companies.

For example, as a result of being a reporting

company, we are required to file periodic and current reports and other information with the SEC, and we have adopted policies regarding

disclosure controls and procedures and regularly evaluate those controls and procedures.

additional costs we continue to incur in connection with becoming a reporting company (expected to be several hundred thousand dollars

per year) will continue to further stretch our limited capital resources.

Due to our limited resources, we have to allocate resources

away from other productive uses in order to continue to comply with our obligations as an SEC reporting company.

Further, there is no

guarantee that we will have sufficient resources to continue to meet our reporting and filing obligations with the SEC as they come due.

may not be able to comply with NASDAQ’s continued listing standards.

common stock was approved for listing on The NASDAQ Capital Market under the symbol “ MEDS ”, in February 2020.

Notwithstanding such listing, there can be no assurance any broker will be interested in trading our stock.

Therefore, it may be

difficult to sell your shares of common stock if you desire or need to sell them.

Our underwriters are not obligated to make a

market in our securities, and even if they do make a market, they can discontinue market-making at any time without notice.

we nor the underwriters can provide any assurance that an active and liquid trading market in our securities will develop or, if

developed, that such a market will continue.

Notwithstanding

such listing, there can be no assurance any broker will be interested in trading our stock.

Therefore, it may be difficult to sell your

shares of common stock if you desire or need to sell them.

Our former underwriters are not obligated to make a market in our securities,

and even if they do make a market, they can discontinue market-making at any time without notice.

We cannot provide any assurance that

an active and liquid trading market in our securities will develop or, if developed, that such a market will continue.

is also no guarantee that we will be able to maintain our listing on The NASDAQ Capital Market for any period of time by perpetually

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being delisted from NASDAQ.

the conditions required for continued listing on The NASDAQ Capital Market, NASDAQ requires us to maintain at least $2.5 million in stockholders’

equity or $500,000 in net income over the prior two years or two of the prior three years, to have a majority of independent directors,

an audit committee of at least three independent directors (subject to certain limited exceptions), and to maintain a stock price over

$1.00 per share.

Our stockholders’ equity may not remain above NASDAQ’s $2.5 million minimum, we may not generate over $500,000

of yearly net income, we may not be able to maintain independent directors or an audit committee of at least three independent directors

(subject to certain limited exceptions), and we may not be able to maintain a stock price over $1.00 per share.

If we fail to timely

comply with the applicable requirements, our stock may be delisted.

In addition, even if we demonstrate compliance with the requirements

above, we will have to continue to meet other objective and subjective listing requirements to continue to be listed on The NASDAQ Capital

Delisting from The NASDAQ Capital Market could make trading our common stock more difficult for investors, potentially leading

to declines in our share price and liquidity.

Without a NASDAQ Capital Market listing, stockholders may have a difficult time getting

a quote for the sale or purchase of our stock, the sale or purchase of our stock would likely be made more difficult, and the trading

volume and liquidity of our stock could decline.

Delisting from The NASDAQ Capital Market could also result in negative publicity and

could also make it more difficult for us to raise additional capital.

The absence of such a listing may adversely affect the acceptance

of our common stock as currency or the value accorded by other parties.

Further, if we are delisted, we would also incur additional costs

under state blue sky laws in connection with any sales of our securities.

These requirements could severely limit the market liquidity

of our common stock and the ability of our stockholders to sell our common stock in the secondary market.

If our common stock is delisted

by NASDAQ, our common stock may be eligible to trade on an over-the-counter quotation system, such as the OTCQB Market or the OTC Pink

market, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common

In the event our common stock is delisted from The NASDAQ Capital Market, we may not be able to list our common stock on another

national securities exchange or obtain quotation on an over-the counter quotation system.

July 29, 2022, the Listing Qualifications department of The Nasdaq Stock Market LLC (the “ Staff ”) notified the Company

that it did not comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing set forth in Nasdaq Listing

Rule 5550(b) (the “ Rule ”);

however, the Staff on October 17, 2022, granted the Company’s request for an extension

until January 25, 2023, to comply with this requirement.

January 30, 2023, the Company received a delist determination letter from the Staff advising the Company that the Staff had determined

that the Company did not meet the terms of the extension.

Specifically, the Company did not complete its proposed transactions and was

unable to file a Current Report Form 8-K by the January 25, 2023 deadline previously required by the Staff, evidencing compliance with

a result, on February 6, 2023, the Company submitted a hearing request to the Nasdaq Hearings Panel (the “ Panel ”),

which request will stay any delisting action by the Staff at least until the hearing process concludes and any extension granted by the

Panel expires.

the Panel hearing, the Company intends to present a plan to regain compliance with the minimum stockholders’ equity requirement.

In the interim, the Company’s common stock will continue to trade on Nasdaq under the symbol “ MEDS ” at least

pending the ultimate conclusion of the hearing process.

can be no assurance that the Company’s plan will be accepted by the Panel or that, if it is, the Company will be able to regain

compliance with the applicable Nasdaq listing requirements.

If the Company’s common stock is delisted, it could be more difficult

to buy or sell the Company’s common stock or to obtain accurate quotations, and the price of the Company’s common stock could

suffer a material decline.

Delisting could also impair the Company’s ability to raise capital.

At times, including during our 2023 fiscal year we have received deficiency notices from Nasdaq regarding

our inability, at times, to comply with various of the on-going listing rules of NASDAQ’S (including stockholders’ equity

requirements, publicly held share requirements, and timely filing requirements).

In the past we have taken steps to attempt to regain

compliance with these listing rules, however, in the future we may be unable to remain in compliance with NASDAQ’s continued listing

requirements or remedy any deficiencies.

If our common stock were to be delisted from NASDAQ it would likely reduce the liquidity of

our common stock, and, among other things, may decrease the attractiveness of our common stock to the investment community, and make

it more difficult for us to issue equity securities for capital raising purposes or for acquisitions.

are currently prohibited from filing any new registration statements on Form S-3 and effective upon the date that our Annual Report on

Form 10-K for the year ended December 31, 2022 is filed with the Commission, we will be prohibited from using our Shelf Form S-3 until

at least October 2023.

to our inadvertent failure to timely file a Current Report on Form 8-K, we are currently prohibited from using Form S-3 to register securities

at least December 2024.

to our failure to timely file a Quarterly Report on Form 10-Q, we are currently prohibited from using Form S-3 to register securities

with the Commission.

Separately, effective on the date that we file our Annual Report on Form 10-K for Fiscal 2022, our ability to use

our previously effective shelf Form S-3, will be suspended until at least October 2023.

As a result, we will be required to use Form

S-1, a longer-form registration statement for future offerings, and will be prohibited, after the date this report is filed, until at

least October 2023, from undertaking at-the-market offerings.

Furthermore, in the event that the Pre-Funded Warrants have not been exercised

in full by such date, the shares of common stock issuable upon exercise of the Pre-Funded Warrants will need to be registered on Form

S-1 in order to continue to be registered under the Securities Act.

Separately, our ability to use our previously effective shelf Form S-3, is suspended until at least December 2024.

As a result, we will be required to use Form S-1, a longer-form registration statement for future offerings, and are prohibited, until

at least December 2024, from undertaking at-the-market offerings.

Furthermore, in the event that the Pre-Funded Warrants have not been

exercised in full by such date, the shares of common stock issuable upon exercise of the Pre-Funded Warrants will need to be registered

on Form S-1 in order to continue to be registered under the Securities Act.

changes that affect our distribution channels could harm our business.

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distribute generic pharmaceuticals, which can be subject to both price deflation and price inflation.

Continued volatility in the

availability, pricing trends or reimbursement of these generic drugs, or significant fluctuations in the nature, frequency and

magnitude of generic pharmaceutical launches, could have a material adverse impact on our results of operations.

Additionally, any

future changes in branded and generic drug pricing could be significantly different than our projections.

Generic drug manufacturers

are increasingly challenging the validity or enforceability of patents on branded pharmaceutical products.

During the pendency of

these legal challenges, a generic drugs manufacturer may begin manufacturing and selling a generic version of the branded product

prior to the final resolution of its legal challenge over the branded product’s patent.

To the extent we source, contract

manufacture, and distribute such generic products, the brand-name company could assert infringement claims against us.

generally obtain indemnification against such claims from generic manufacturers as a condition of distributing their products, these

rights may not be adequate or sufficient to protect us.

Continued volatility in the availability,

pricing trends or reimbursement of these generic drugs, or significant fluctuations in the nature, frequency and magnitude of generic

pharmaceutical launches, could have a material adverse impact on our results of operations.

Additionally, any future changes in branded

and generic drug pricing could be significantly different than our projections.

Generic drug manufacturers are increasingly challenging

the validity or enforceability of patents on branded pharmaceutical products.

During the pendency of these legal challenges, a generic

drugs manufacturer may begin manufacturing and selling a generic version of the branded product prior to the final resolution of its

legal challenge over the branded product’s patent.

To the extent we source, contract manufacture, and distribute such generic products,

the brand-name company could assert infringement claims against us.

While we generally obtain indemnification against such claims from

generic manufacturers as a condition of distributing their products, these rights may not be adequate or sufficient to protect us.

are also required to comply with various state pricing gouging laws.

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Relating to Our Industry in General

public health crisis involving the abuse of prescription opioid pain medication could have a material negative effect on our business.

Pharmaceutical segment distributes prescription opioid pain medications.

In recent years, the abuse of prescription opioid pain medication

has become a public health crisis.

significant number of counties, municipalities and other plaintiffs, including a number of state attorney generals, have filed lawsuits

against pharmaceutical manufacturers, pharmaceutical wholesale distributors, retail chains and others relating to the manufacturing,

marketing or distribution of prescription opioid pain medications.

The defense and resolution of future lawsuits and events relating

to these lawsuits could have a material adverse effect on our results of operations, financial condition, cash flows or liquidity or

have adverse reputational or operational effects on our business.

legislative, regulatory or industry measures related to the public health crisis involving the abuse of prescription opioid pain medication

and the distribution of these medications could affect our business in ways that we may not be able to predict.

For example, several

states have now adopted taxes or other fees on the sale of opioids, and several other states have proposed similar legislative initiatives.

These laws and proposals vary in the tax amounts imposed and the means of calculation.

Liabilities for taxes or assessments under any

such laws could have an adverse impact on our results of operations unless we are able to mitigate them through operational changes or

commercial arrangements where permitted.

marketing or distribution of certain prescription medications.

The defense and resolution of future lawsuits and events relating to these

lawsuits could have a material adverse effect on our results of operations, financial condition, cash flows or liquidity or have adverse

reputational or operational effects on our business.

Other legislative, regulatory or industry measures related to the public health

crisis involving the abuse of prescription opioid pain medication and the distribution of these medications could affect our business

in ways that we may not be able to predict.

healthcare environment may not be favorable to us.

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of a full complement of accounting staff.

material weaknesses identified in our internal control over financial reporting include the fact that:

the Company did not maintain a

fully integrated financial consolidation and reporting system throughout the period and as a result, extensive manual analysis, reconciliation

and adjustments were required in order to produce financial statements for external reporting purposes;

and the Company does not currently

have a sufficient complement of technical accounting and external reporting personnel commensurate to support standalone external financial

reporting under public company or SEC requirements.

Specifically, the Company did not effectively segregate certain accounting duties

due to the small size of its accounting staff and maintain a sufficient number of adequately trained personnel necessary to anticipate

and identify risks critical to financial reporting and the closing process.

In addition, there were inadequate reviews and approvals

by the Company’s personnel of certain reconciliations and other processes in day-to-day operations due to the lack of a full complement

of accounting staff.

effective disclosure controls and procedures and effective internal control over financial reporting are necessary for us to produce

reliable financial statements and the Company is committed to remediating its material weaknesses in such controls as promptly as possible.

Fiscal 2014 when the material weakness became effective, the Company has identified certain remediation actions and has implemented or

is in the process of implementing them, many efforts are not complete and remain in process.

If we do not complete our remediation in

a timely manner or if our remedial measures are insufficient to address the material weaknesses, or if additional material weaknesses

in our internal controls and/or controls and procedures are discovered or occur in the future, it may materially adversely affect our

ability to report our financial condition and results of operations in a timely and accurate manner and there will continue to be an

increased risk of future misstatements.

Although we regularly review and evaluate internal controls systems to allow management to report

on the effectiveness of our internal controls over financial reporting and controls and procedures, we may discover additional weaknesses

in our internal controls over financial reporting or disclosure controls and procedures.

The next time we evaluate our internal controls

over financial reporting and disclosure controls and procedures, if we identify one or more new material weaknesses or have been unable

to timely remediate our existing material weaknesses, we would be unable to conclude that our internal controls over financial reporting

or disclosure controls and procedures are effective.

If we are unable in the future to conclude that our internal controls over

financial reporting or our disclosure controls and procedures are effective, we may not be able to report our financial condition and

results of operations in a timely and accurate manner, which could have a material adverse effect on our business, financial condition,

cash flows and results of operations and could cause the market value of our shares of common stock to decline.

In addition, any potential

future restatements could subject us to additional adverse consequences, including sanctions by the SEC, stockholder litigation and other

adverse actions.

Moreover, we may be the subject of further negative publicity focusing on such financial statement adjustments and resulting

restatement and negative reactions from our stockholders, creditors or others with whom we do business.

The occurrence of any of the

foregoing could have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause

the market value of our shares of common stock to decline.

may experience adverse impacts on our reported results of operations as a result of adopting new accounting standards or interpretations.

implementation of and compliance with changes in accounting rules, including new accounting rules and interpretations, have not affected

our reported financial position or operating results to date or cause unanticipated fluctuations in our reported operating results in

future periods.

Fiscal 2014 when the material weakness became effective, the Company has identified certain remediation actions and has implemented many

efforts are not complete and remain in process.

If we do not complete our remediation in a timely manner or if our remedial measures

are insufficient to address the material weaknesses, or if additional material weaknesses in our internal controls and/or controls and

procedures are discovered or occur in the future, it may materially adversely affect our ability to report our financial condition and

results of operations in a timely and accurate manner and there will continue to be an increased risk of future misstatements.

we regularly review and evaluate internal controls systems to allow management to report on the effectiveness of our internal controls

over financial reporting and controls and procedures, we may discover additional weaknesses in our internal controls over financial reporting

or disclosure controls and procedures.

The next time we evaluate our internal controls over financial reporting and disclosure controls

and procedures, if we identify one or more new material weaknesses or have been unable to timely remediate our existing material weaknesses,

we would be unable to conclude that our internal controls over financial reporting or disclosure controls and procedures are effective.

If we are unable in the future to conclude that our internal controls over financial reporting or our disclosure controls and procedures

are effective, we may not be able to report our financial condition and results of operations in a timely and accurate manner, which

could have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market

value of our shares of common stock to decline.

In addition, any potential future restatements could subject us to additional adverse

consequences, including sanctions by the SEC, stockholder litigation and other adverse actions.

Moreover, we may be the subject of further

negative publicity focusing on such financial statement adjustments and resulting restatement and negative reactions from our stockholders,

creditors or others with whom we do business.

The occurrence of any of the foregoing could have a material adverse effect on our business,

financial condition, cash flows and results of operations and could cause the market value of our shares of common stock to decline.

significant amount of our revenues has historically been due to only a small number of customers and we depend on a small number of major

wholesalers, and if we were to lose any of those customers or suppliers, our results of operations would be adversely affected .

Fiscal 2022 and Fiscal 2021, no sales to customers represented greater than 10% of revenue.

In the event our customers do not pay us

amounts owed, sales to such customers cease or we are unable to find new customers moving forward, it could have a materially adverse

effect on our results of operations.

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, and we were unable to find additional entities to step into their

shoes, the resulting supplier void would materially and adversely affect our competitiveness in the marketplace, and could cause a material

adverse effect on our results of operations.

the years ended December 31, 2023 and 2022, no sales to any specific customer represented greater than 10% of revenue.

In the event our customers

do not pay us amounts owed, sales to such customers cease or we are unable to find new customers moving forward, it could have a

materially adverse effect on our results of operations.

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 supply chain vendors decide to no longer to do business with Trxade, and we are unable to find additional entities to step into

their shoes, the resulting supplier void would materially and adversely affect our competitiveness in the marketplace, and could

cause a material adverse effect on our results of operations.

might be harmed by changes in our relationships or contracts with suppliers .

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agreement to the transaction.

November 29, 2022, the Company received written notice (the “Notification Letter”) from Nasdaq notifying the Company that

it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on

The Nasdaq Capital Market.

Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share,

and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for

a period of thirty (30) consecutive business days.

Based on the closing bid price of the Company’s common stock for the thirty

(30) consecutive business days from October 14, 2022 to November 28, 2022, the Company no longer meets the minimum bid price requirement.

Notification Letter does not impact the Company’s listing of its common stock on the Nasdaq Capital Market at this time.

The Notification

Letter states that the Company has 180 calendar days or until May 29, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2).

To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for

a minimum of 10 consecutive business days.

If the Company does not regain compliance by May 29, 2023, an additional 180 days may be granted

to regain compliance, so long as the Company meets The Nasdaq Capital Market initial listing criteria (except for the bid price requirement)

and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period by effecting a reverse stock

split, if necessary.

If the Company does not qualify for the second compliance period or fails to regain compliance during the second

180-day period, the Company’s common stock will be subject to delisting, at which point the Company would have an opportunity to

appeal the delisting determination to a Hearings Panel.

Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options

to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

remedies available to an investor in “ penny stocks ” may include the following:

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stocks, including:

are known for their extreme price fluctuations.

This volatility can be caused by a number of factors, including changes in the overall

stock market, news about the company or industry, and changes in investor sentiment.

Lack of liquidity:

stocks are often traded on over-the-counter markets, which can make them more difficult to buy and sell.

This lack of liquidity can

increase the risk of large price swings and can make it difficult to exit a position if needed.

Lack of information:

penny stock companies are not required to file regular reports with the Securities and Exchange Commission (SEC), which means there

may be limited information available to investors.

This can make it difficult to evaluate the financial health of the company and

to make informed investment decisions.

Penny stocks are known for their extreme price fluctuations.

This volatility can be caused by a number of factors, including changes

in the overall stock market, news about the company or industry, and changes in investor sentiment.

of liquidity:

Penny stocks are often traded on over-the-counter markets, which can make them more difficult to buy and sell.

lack of liquidity can increase the risk of large price swings and can make it difficult to exit a position if needed.

of information:

Many penny stock companies are not required to file regular reports with the Securities and Exchange Commission (SEC),

which means there may be limited information available to investors.

This can make it difficult to evaluate the financial health

of the company and to make informed investment decisions.

Manipulation:

their low trading volumes and lack of regulatory oversight, penny stocks can be vulnerable to market manipulation.

This can include

practices such as “pump and dump” schemes, where investors artificially inflate the price of a stock before selling their

shares for a profit.

Because of their low trading volumes and lack of regulatory oversight, penny stocks can be vulnerable to market manipulation.

can include practices such as “pump and dump” schemes, where investors artificially inflate the price of a stock before

selling their shares for a profit.

it’s important to approach penny stocks with caution and to thoroughly research any investment before making a decision.

also a good idea to diversify your portfolio and to limit your exposure to any one stock or sector.

significant number of our shares are eligible for sale and their sale or potential sale may depress the market price of our common stock.

of a significant number of shares of our common stock in the public market could harm the market price of our common stock.

common stock is available for resale in the public market, and if sold would increase the supply of our common stock, thereby causing

a decrease in its price.

Some or all of our shares of common stock may be offered from time to time in the open market pursuant to effective

registration statements and/or compliance with Rule 144, which sales could have a depressive effect on the market for our shares of common

Subject to certain restrictions, a person who has held restricted shares for a period of six months may generally sell common

stock into the market.

The sale of a significant portion of such shares when such shares are eligible for public sale may cause the value

of our common stock to decline in value.

may not be sufficient liquidity in the market for our securities in order for investors to sell their shares.

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existing stockholders.

of the date of this Report, we had 10,110,978 shares of our common stock issued and outstanding and the following securities, which are

exercisable into shares of our common stock:

26,924 shares of our common stock issuable upon the exercise of warrants with a weighted-average exercise price of $0.06;

257,506 shares of our common stock issuable upon the exercise of options with exercise prices ranging from $2.46 per share to $9.60 per

share, with a weighted average price of $3.89.

As of the date of this Report, we had outstanding various warrants, stock

options and other securities that are exercisable into shares of our common stock:

the life of the options and warrants, the holders have the opportunity to profit from a rise in the market price of our common stock

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could occur, may cause the market price of our common stock to decline.

have never paid or declared any dividends on our common stock.

have never paid or declared any dividends on our common stock or preferred stock.

Likewise, we do not anticipate paying, in the near

future, dividends or distributions on our common stock.

Any future dividends on common stock will be declared at the discretion of our

Board of Directors and will depend, among other things, on our earnings, our financial requirements for future operations and growth,

and other facts as we may then deem appropriate.

Since we do not anticipate paying cash dividends on our common stock, return on your

investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

have not historically paid or declared any dividends on our common stock and do not expect to pay or declare cash dividends in the future

on a regular basis, if at all.

we declared and paid a special cash dividend in March 2024 that dividend was paid as the result of a sale various business assets and

not paid from cash generated in our operations, the Company has not historically paid or declared any dividends on our common stock or

preferred stock.

Any future dividends on common stock will be declared at the discretion of our Board of Directors and will depend, among

other things, on our earnings, our financial requirements for future operations and growth, and other facts as we may then deem appropriate.

As such, the return on your investment, if any, has historically been dependent solely on an increase, if any, in the market value of

our common stock.

common stock price is likely to be highly volatile because of several factors, including a limited public float.

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Suren Ajjarapu, our CEO, and Mr.

Prashant Patel, our President, beneficially own, in the aggregate, over 47% of our common stock.

As a result, these stockholders, acting together, will be able to influence many matters requiring stockholder approval, including the

election of directors and approval of mergers and other significant corporate transactions.

This concentration of ownership may have

the effect of delaying, preventing or deterring a change in control, and could deprive our stockholders of an opportunity to receive

a premium for their shares of common stock as part of a sale of our company and may affect the market price of our stock.

Prashant Patel, our President, acting together, may be able to influence many matters requiring stockholder

approval, including the election of directors and approval of mergers and other significant corporate transactions.

This concentration

of ownership may have the effect of delaying, preventing or deterring a change in control, and could deprive our stockholders of an opportunity

to receive a premium for their shares of common stock as part of a sale of our company and may affect the market price of our stock.

Ajjarapu and Mr.

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and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Relating to The JOBS Act

JOBS Act allows us to postpone the date by which we must comply with certain laws and regulations and to reduce the amount of information

provided in reports filed with the SEC.

We cannot be certain if the reduced disclosure requirements applicable to “ emerging

growth companies ” will make our common stock less attractive to investors.

are and we will remain an “ emerging growth company ” until the earliest to occur of (i) the last day of the fiscal

year during which our total annual revenues equal or exceed $1.07 billion (subject to adjustment for inflation), (ii) the last day of

the end of our 2024 fiscal year (5 years from our first public offering), (iii) the date on which we have, during the previous three-year

period, issued more than $1 billion in non-convertible debt, or (iv) the date on which we are deemed a “ large accelerated filer ”

(with at least $700 million in public float) under the Exchange Act.

For so long as we remain an “ emerging growth company ”

as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other

public companies that are not “ emerging growth companies ” as described in further detail in the risk factors below.

We cannot predict if investors will find our common stock less attractive because we will rely on some or all of these exemptions.

some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and

our stock price may be more volatile.

If we avail ourselves of certain exemptions from various reporting requirements, as is currently

our plan, our reduced disclosure may make it more difficult for investors and securities analysts to evaluate us and may result in less

investor confidence.

election not to opt out of the JOBS Act extended accounting transition period may create difficulty in comparing our financial statements

to the financial statements of other companies.

to the JOBS Act, as an “ emerging growth company ”, we can elect to opt out of the extended transition period for any

new or revised accounting standards that may be issued by the Public Company Accounting Oversight Board (PCAOB) or the SEC.

We have elected

not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application

dates for public or private companies, we, as an “ emerging growth company ”, can adopt the standard for the private

This may make a comparison of our financial statements with any other public company which is not either an “ emerging

growth company ” nor an “ emerging growth company ” which has opted out of using the extended transition period,

more difficult or impossible as possible different or revised standards may be used.

JOBS Act also allows us to postpone the date by which we must comply with certain laws and regulations intended to protect investors

and to reduce the amount of information provided in reports filed with the SEC.

JOBS Act is intended to reduce the regulatory burden on “ emerging growth companies ”.

The Company meets the definition

of an “ emerging growth company ” and so long as it qualifies as an “ emerging growth company, ” it

will, among other things:

exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting

firm provide an attestation report on the effectiveness of its internal control over financial reporting;

exempt from the “ say on pay ” provisions (requiring a non-binding stockholder vote to approve compensation of certain

executive officers) and the “ say on golden parachute ” provisions (requiring a non-binding stockholder vote to

approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations)

of The Dodd–Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and certain disclosure requirements of the

Dodd-Frank Act relating to compensation of Chief Executive Officers;

permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act

and instead provide a reduced level of disclosure concerning executive compensation;

exempt from any rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s

report on the financial statements.

Company has and intends to continue to take advantage of all of the reduced regulatory and reporting requirements that will be available

to it so long as it qualifies as an “ emerging growth company ”.

The Company has elected not to opt out of the extension

of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act.

Among other things,

this means that the Company’s independent registered public accounting firm will not be required to provide an attestation report

on the effectiveness of the Company’s internal control over financial reporting so long as it qualifies as an “ emerging

growth company ”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting

go undetected.

Likewise, so long as it qualifies as an “ emerging growth company ”, the Company may elect not to provide

certain information, including certain financial information and certain information regarding compensation of executive officers, which

it would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities

analysts to evaluate the Company.

As a result, investor confidence in the Company and the market price of its common stock may be adversely

Notwithstanding

the above, we are also currently a “ smaller reporting company ”, meaning that we are not an investment company, an

asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and has a public float

of less than $700 million and less than $100 million annual revenues or a public float of less than $250 million, during the most recently

completed fiscal year.

In the event that we are still considered a “ smaller reporting company ”, at such time are we

cease being an “ emerging growth company ”, the disclosure we will be required to provide in our SEC filings will increase,

but will still be less than it would be if we were not considered either an “ emerging growth company ” or a “ smaller

reporting company ”.

Specifically, similar to “ emerging growth companies ”, “ smaller reporting companies ”

are able to provide simplified executive compensation disclosures in their filings;

are exempt from the provisions of Section 404(b)

of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness

of internal control over financial reporting;

except from the requirement to include the detailed compensation discussion and analysis

disclosures and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required

to provide two years of audited financial statements in annual reports.

Decreased disclosures in our SEC filings due to our status as

an “ emerging growth company ” or “ smaller reporting company ” may make it harder for investors to

analyze the Company’s results of operations and financial prospects.

have been, and may in the future be, adversely affected by the global COVID-19 pandemic, the duration and economic, governmental and

social impact of which is difficult to predict, which may significantly harm our business, prospects, financial condition and operating

2020 and continuing into 2023, there has been a widespread worldwide impact from the COVID-19 pandemic, and we have been, and may in

the future be, adversely affected as a result.

The outbreak of the COVID-19 coronavirus, the global response to such coronavirus, including

travel restrictions and quarantines that governments instituted during 2020 and 2021, adversely affected our operations, and future restrictions

or governmental requirements may have an adverse effect on our operations in the future, and/or may have a significant negative impact

on our results of operations, the production of pharmaceuticals and our ability to timely obtain pharmaceuticals for resale.

we are experiencing reductions to, and interruptions in, the delivery of supply chain pharmaceuticals that are having a negative impact

on our wholesalers and certain technology outsourcing in India and the Philippines and we are also having a hard time finding qualified

staff, due to the pandemic.

Notwithstanding the above disruptions, our results of operations have not, to date, been materially

adversely affected by the pandemic.

However, if we continue to experience production difficulties, quality control problems or further

shortages in supply of pharmaceuticals or personnel in the future, this could harm our business and results of operations, any of which

could have a material adverse effect on our operations and the value of our securities.

In addition, employee sicknesses and remote working

environments, and the potential negative effect thereof on productivity and internal controls, related to the coronavirus and the federal,

state and local responses to such virus, could materially impact our consolidated results for the year 2022 and beyond.

outbreak could also restrict our access to capital such as credit facilities and lead to material nonrecurring charges, write-downs,

impairments and expenses.

The Company is actively and continually monitoring the pandemic’s effect on our businesses and endeavoring

to adapt quickly in real time to meet the rapidly changing demands of our Customers and Suppliers.

mitigate the spread of COVID-19, we implemented sanitation and personal protection measures.

The Company’s corporate office reopened

on January 3, 2022, in accordance to Center for Disease Control and Prevention (CDC) guidance, allowing only management and certain key

operational employees to return to the office, while hourly employees remain working remotely until further notice.

measures might not fully mitigate COVID-19 risks to our workforce, and we could experience unusual levels of absenteeism that might impair

operations and delay delivery of products.

The COVID-19 pandemic affects product manufacturing, supply and transport availability and

The pandemic has in the past reduced demand for some products due to delays or cancellations of elective medical procedures, consumer

self-isolation and business closures, among other reasons, which may become issues again in the future if the number of persons infected

does not continue to decline.

The COVID-19 pandemic also influences shortages of some products, with product allocation resulting in

delivery delays for customers.

Additionally, as a result of the coronavirus outbreak, various states have adopted price gouging laws.

Our failure to comply with such laws and regulations could subject us to claims, penalties, fines or lawsuits.

have been impacted and may be further impacted by COVID-19 as follows:

a result of COVID-19, various states have adopted price gouging laws.

Our failure to comply with such laws and regulations could

subject us to claims, penalties, fines or lawsuits;

price fluctuations as a result of supply and demand issues caused by COVID-19 have caused values of inventory to decrease, which

has had a direct impact on gross profit and has resulted in a direct write-off of certain inventory value;

Terms with customers may be altered or extended, which would have an impact on current ratios and cash flow;

have previously been material impairments with respect to goodwill and may be future material

impairments and/or effects on right-of-use assets as the evaluation of the long-term impact

to delivery of service or physical space assessments changes.

have been shortages in the supply of generic pharmaceuticals which impact our revenues as

our transaction fees revenue rely on the sale of generic pharmaceuticals through our marketplace

have been labor market challenges in hiring staff.

may cause further disruptions to our business, including, but not limited to:

one or more of our customers to file for bankruptcy protection or shut down, including as a result of broader economic disruption;

health system or health plan subscription agreement fees generated, as well as visit fees, by customers or providers, as a result

of funding constraints related to loss of revenue or employment;

impacting collections of accounts receivable;

impacting our ability to facilitate the provision of our telehealth services due to unpredictable demand;

impacting our ability to forecast our business’s financial outlook;

regulatory uncertainty on our telehealth services, if certain restrictions on reimbursement or the practice of medicine across state

lines are reintroduced at some point in the future;

our business, results of operations and financial condition.

ongoing impacts of the pandemic may cause, or make more likely, a general economic slowdown or recession in one or more markets,

disruptions and volatility in global capital markets and other broad and adverse effects on the economy, business conditions,

commercial activity and the healthcare industry.

The pandemic might impact our business operations, financial position and results

of operation in unpredictable ways that depend on highly uncertain future developments, such as determining the effectiveness of

current or future government actions to address the public health or economic impacts of the pandemic.

Any of these risks might have

a materially adverse impact on our business operations and our financial position or results of operations.

and global economic conditions could materially adversely affect the Company’s business, results of operations, financial condition

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results of operations, financial condition and growth.

to adequately manage our planned aggressive growth strategy may harm our business or increase our risk of failure.

the foreseeable future, we intend to pursue an aggressive growth strategy for the expansion of our operations through increased product

development and marketing.

Our ability to rapidly expand our operations will depend upon many factors, including our ability to work

in a regulated environment, market value-added products effectively to independent pharmacies, establish and maintain strategic relationships

with suppliers, and obtain adequate capital resources on acceptable terms.

Any restrictions on our ability to expand may have a materially

adverse effect on our business, results of operations, and financial condition.

Accordingly, we may be unable to achieve our targets

for sales growth, and our operations may not be successful or achieve anticipated operating results.

Additionally,

our growth may place a significant strain on our managerial, administrative, operational, and financial resources and our infrastructure.

Our future success will depend, in part, upon the ability of our senior management to manage growth effectively.

This will require us

to, among other things:

additional management information systems;

develop our operating, administrative, legal, financial, and accounting systems and controls;

additional personnel;

additional levels of management within our company;

additional office space;

close coordination among our engineering, operations, legal, finance, sales and marketing, and client service and support organizations;

our expanding international operations.

a result, we may lack the resources to deploy our services on a timely and cost-effective basis.

Failure to accomplish any of these requirements

could impair our ability to deliver services in a timely fashion or attract and retain new customers.

we do not successfully implement any acquisition strategies, our operating results and prospects could be harmed.

face competition within our industry for acquisitions of businesses, technologies and assets, and, in the future, such competition may

become more intense.

As such, even if we are able to identify an acquisition that we would like to consummate, we may not be able to

complete the acquisition on commercially reasonable terms or at all because of such competition.

Furthermore, if we enter into negotiations

that are not ultimately consummated, those negotiations could result in diversion of management time and significant out-of-pocket costs.

Even if we are able to complete such acquisitions, we may additionally expend significant amounts of cash or incur substantial debt to

finance them, which indebtedness could result in restrictions on our business and use of available cash.

In addition, we may finance

or otherwise complete acquisitions by issuing equity or convertible debt securities, which could result in dilution of our existing stockholders.

If we fail to evaluate and execute acquisitions successfully, we may not be able to realize their benefits.

If we are unable to successfully

address any of these risks, our business, financial condition or operating results could be harmed.

we make any acquisitions, they may disrupt or have a negative impact on our business.

we make acquisitions in the future, funding permitting, which may not be available on favorable terms, if at all, we could have difficulty

integrating the acquired company’s assets, personnel and operations with our own.

We do not anticipate that any acquisitions or

mergers we may enter into in the future would result in a change of control of the Company.

In addition, the key personnel of the acquired

business may not be willing to work for us.

We cannot predict the effect expansion may have on our core business.

Regardless of whether

we are successful in acquiring, the negotiations could disrupt our ongoing business, distract our management and employees and increase

our expenses.

In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without

limitation, the following:

difficulty of integrating acquired products, services or operations;

potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies;

in maintaining uniform standards, controls, procedures and policies;

potential impairment of relationships with employees and customers as a result of any integration of new management personnel;

potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products

to new and existing customers;

effect of any government regulations which relate to the business acquired;

unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition

or modify the marketing and sales of acquired products or operations, or the defense of any litigation, whether or not successful,

resulting from actions of the acquired company prior to our acquisition;

expenses under the labor, environmental and other laws of various jurisdictions.

business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems

encountered in connection with an acquisition, many of which cannot be presently identified.

These risks and problems could disrupt our

ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations.

may apply working capital and future funding to uses that ultimately do not improve our operating results or increase the value of our

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our future web site traffic, which could have a material adverse effect on our business.

sale of shares by our directors and officers may adversely affect the market price for our shares.

of significant amounts of shares held by our officers and directors, or the prospect of these sales, could adversely affect the market

price of our common stock.

Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise

attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over

our stock price.

may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares

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existing management.

sales of our common stock could cause our stock price to decline.

our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could decrease

significantly.

The perception in the public market that our stockholders might sell shares of our common stock could also depress the

market price of our common stock.

Up to $100,000,000 in total aggregate value of securities have been registered by us on a “shelf”

registration statement on Form S-3 (File No.

333-266432) that we filed with the Securities and Exchange Commission on July 29, 2022,

and which was declared effective on August 8, 2022.

There is an aggregate of over $97 million in securities which are eligible for sale

in the public markets from time to time, subject to the requirements of Form S-3, which limits us, until such time, if ever, as our public

float exceeds $75 million, from selling securities in a public primary offering under Form S-3 with a value exceeding more than one-third

of the aggregate market value of the common stock held by non-affiliates of the Company every twelve months.

Additionally, if our existing

stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the trading price

of our common stock could decline significantly.

The market price for shares of our common stock may drop significantly when such securities

are sold in the public markets.

A decline in the price of shares of our common stock might impede our ability to raise capital through

the issuance of additional shares of our common stock or other equity securities.

or types of insurance may not be adequate to cover claims.

we maintain current and active insurance policies, we cannot guarantee that all levels and types of insurance will be adequate to

cover claims brought against the Company.

we maintain current and active insurance policies, we cannot guarantee that all levels and types of insurance will be adequate to cover

claims brought against the Company.

growth depends in part on the success of our strategic relationships with third parties.

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or otherwise altered products or technologies, damaging our reputation, or otherwise having a material effect on our operations.

may be adversely affected by climate change or by legal, regulatory or market responses to such change.

long-term effects of climate change are difficult to predict;

however, such effects may be widespread.

Impacts from climate change may

include physical risks (such as rising sea levels or frequency and severity of extreme weather conditions—which may affect our

current operations due to among other things, the fact that we are based in Florida, which is only on average 6 feet higher than current

sea level), social and human effects (such as population dislocations or harm to health and well-being), compliance costs and transition

risks (such as regulatory or technology changes) and other adverse effects.

The effects of climate change could increase the cost of

certain products, commodities and energy (including utilities), which in turn may impact our ability to procure goods or services required

for the operation of our business.

Climate change could also lead to increased costs as a result of physical damage to or destruction

of our facilities, loss of inventory, and business interruption due to weather events that may be attributable to climate change.

events and impacts could materially adversely affect our business operations, financial position or results of operation.

might be adversely impacted by changes in accounting standards.

consolidated financial statements are subject to the application of U.S.

GAAP, which periodically is revised or reinterpreted.

to time, we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the Financial

Accounting Standards Board (“ FASB ”) and the SEC.

It is possible that future accounting standards may require changes

to the accounting treatment in our consolidated financial statements and may require us to make significant changes to our financial

Such changes might have a materially adverse impact on our financial position or results of operations.

all of the foregoing reasons and others set forth herein, an investment in our securities involves a high degree of risk.

STAFF COMMENTS

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 1A. Risk Factors