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Item 9A. Controls and Procedures

2024-04-22 compared with 2023-03-27 · 106 added, 87 removed, 158 unchanged (55% of the section changed)

CONTROLS AND PROCEDURES

AND PROCEDURES

controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the

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of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer,

Ajjarapu and Ms.

Huffman, respectively, we conducted an evaluation of the effectiveness of the design and operation of our disclosure

the supervision and with the participation of our management, including our Chief Executive Officer and our interim Chief Financial Officer,

Ajjarapu and Mr.

Patel, respectively, we conducted an evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this

Annual Report (December 31, 2023).

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer

concluded that as of December 31, 2022, our disclosure controls and procedures were not effective to provide reasonable assurance

that information required to be disclosed in our reports filed with the SEC pursuant to the Exchange Act, is recorded, processed, summarized

and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated

to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.

Based on this evaluation, our Chief Executive Officer and our interim Chief Financial Officer concluded

that as of December 31, 2023, our disclosure controls and procedures were not effective to provide reasonable assurance that information

required to be disclosed in our reports filed with the SEC pursuant to the Exchange Act, is recorded, processed, summarized and reported

within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our

management, including our CEO and interim CFO, as appropriate, to allow timely decisions regarding required disclosures.

a result of the formative stage of our development, the Company has not fully implemented the necessary internal controls.

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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 (2) The Company does not currently have a

were required in order to produce financial statements for external reporting purposes, and (2) The Company does not currently have a

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

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affected, or are reasonably likely to materially affect, our internal control over financial reporting.

a result of COVID-19, our workforce operated primarily in a work from home environment for the year ended December 31, 2022.

While pre-existing controls were not specifically designed to operate in our current work-from-home operating environment, we do not

believe that such work-from-home actions have had a material adverse effect on our internal controls over financial reporting.

continued to re-evaluate and refine our financial reporting process to provide reasonable assurance that we could report our financial

results accurately and timely.

OTHER INFORMATION

DISCLOSURE REGARDING

FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Our workforce operated primarily in a work from home environment for the year ended December 31, 2023.

While pre-existing

controls were not specifically designed to operate in our current work-from-home operating environment, we do not believe that such work-from-home

actions have had a material adverse effect on our internal controls over financial reporting.

We have continued to re-evaluate and refine

our financial reporting process to provide reasonable assurance that we could report our financial results accurately and timely.

Trading Plans of Directors and Officers

the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Effective April 10, 2024, Candice Beaumont voluntarily

resigned as a director of the Company.

Beaumont’s decision to resign was not the result of any dispute or disagreement with

the Company or any matter relating to the Company’s operations, policies or practices.

April 2, 2024 the Company filed with the SEC a Notification of Late Filing on Form 12b-25 reporting that it required additional time to

complete its Annual Report on Form 10-K for the period ending December 31, 2023 (the “Form 10-K”).

April 17, 2024, the Company received a notice (the “Notice”) from the Nasdaq Listing Qualifications Department indicating

that the Company was not compliant with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1) (the

“Listing Rule”), which requires listed companies to timely file all required periodic reports with the SEC.

Notice had no immediate effect on the listing or trading of the Company’s common stock.

The Notice indicated that the Company must,

no later than June 17, 2024, submit a plan to regain compliance with respect to the filing requirement.

However, as a result of filing

this Form 10-K on April 22, 2024, the Company believes it has fully regained compliance with the Nasdaq Listing Rule.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

required by Items 10, 11, 12, 13 and 14 of Part III is omitted from this Annual Report and will be filed in a definitive proxy statement

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to any extension provided by Exchange Act Rule 0-3).

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information required by this Item will be set forth in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days

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herein by reference.

EXECUTIVE COMPENSATION

information required by this Item will be set forth in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days

after December 31, 2022 (subject to any extension provided by Exchange Act Rule 0-3) ,

including under the headings “ Executive Compensation ”, “ Directors Compensation ”, “ Outstanding

Equity Awards at Fiscal Year-End ”, “ Compensation Committee Interlocks and Insider Participation ” and “ Compensation

Committee Report ” (to the extent required), and is incorporated herein by reference.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

after December 31, 2023 (subject to any extension provided by Exchange Act Rule 0-3), including under the headings “ Executive

Compensation ”, “ Directors Compensation ”, “ Outstanding Equity Awards at Fiscal Year-End ”,

“ Compensation Committee Interlocks and Insider Participation ” and “ Compensation Committee Report ”

(to the extent required), and is incorporated herein by reference.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

information required by this Item will be set forth under the heading “ Voting Rights and Principal Stockholders ” and

“ Equity Compensation Plan Information ” in the Company’s 2024 Proxy Statement to be filed with the SEC within

120 days after December 31, 2022 (subject to any extension provided by Exchange Act

Rule 0-3) and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

120 days after December 31, 2023 (subject to any extension provided by Exchange Act Rule 0-3) and is incorporated herein by reference.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information required by this Item will be set forth in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days

after December 31, 2022 (subject to any extension provided by Exchange Act Rule 0-3) ,

including under the headings “ Certain Relationships and Related Transactions ” and “ Committees of the Board ”

- “ Director Independence ”, and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

after December 31, 2023 (subject to any extension provided by Exchange Act Rule 0-3), including under the headings “ Certain

Relationships and Related Transactions ” and “ Committees of the Board ” - “ Director Independence ”,

and is incorporated herein by reference.

ACCOUNTANT FEES AND SERVICES

information required by this Item will be set forth under the heading “ Ratification of Appointment of Auditors ” -

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2023 (subject to any extension provided by Exchange Act Rule 0-3), and is incorporated herein by reference.

EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

FINANCIAL STATEMENTS AND SCHEDULES

Documents filed as part of this Annual Report:

following is an index of the financial statements, schedules and exhibits included in this Form 10-K or incorporated herein by reference.

All Financial Statements

Index to Consolidated

Financial Statements

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

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Notes to Consolidated Financial Statements

Consolidated Financial

Statement Schedules

Financial Statement Schedules

as provided above, all financial statement schedules have been omitted, since the required information is not applicable or is not present

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Filed/Furnished

Equity Distribution Agreement, dated August 6, 2021 between the Company and EF Hutton, division of Benchmark Investments, LLC

Second Amended and Restated Certificate of Incorporation of Trxade Group, Inc.

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Certificate of Amendment of Certificate of Incorporation (changing name TRxADE HEALTH, INC.)

Limited Liability Company Agreement of SOSRx LLC effective February 15, 2022

Form of Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

Certificate of Designation of Series B Preferred Stock

Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock

Amended and Restated Bylaws of Trxade Group, Inc.

Form of Common Stock Purchase Warrant

Description of Registered Securities

$300,000 Promissory Note dated October 15, 2018 with Nikul Panchal

Revocable Warrant dated October 15, 2018 with Nikul Panchal

Indemnification Agreement dated February 6, 2019 with Prashant Patel and Suren Ajjarapu

Form of Investment Warrant Agreement

Form of Warrant Agreement

Form of Registration Rights Agreement

Form of Indemnification Agreement entered into between Trxade Group, Inc.

and its directors and certain officers

Employment Agreement between Trxade, Inc.

and Prashant Patel dated May 24, 2013

First Amendment to Employment Agreement with Mr.

Second Amendment to Employment Agreement between Trxade, Inc.

and Prashant Patel dated January 17, 2023 and effective September 1, 2022

April 14, 2020 Executive Employment Agreement with Suren Ajjarapu

First Amendment to Executive Employment Agreement with Suren Ajjarapu dated May 5, 2020

Second Amendment to Employment Agreement with Mr.

Third Amendment to Employment Agreement between TRxADE HEALTH, Inc.

and Suren Ajjarapu dated January 17, 2023 and effective September 1, 2022

2014 Equity Incentive Plan

Form of Indemnification Agreement entered into between Trxade Group, Inc.

and its directors and certain officers

Second Amended and Restated Trxade Group, Inc.

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Form of Restricted Stock Grant Agreement (Independent Directors 2020 Award, 2020 CFO Award and 2020 Legal Counsel) April 14, 2020

April 14, 2020 Executive Employment Agreement with Suren Ajjarapu

First Amendment to Executive Employment Agreement with Suren Ajjarapu dated May 5, 2020

Restricted Stock Grant Agreement (Mr.

Ajjarapu 2020 Performance Bonus)(Updated) May 5, 2020

Executive Employment Agreement dated effective June 19, 2020, entered into by and between Trxade Group, Inc.

and Howard A.

Trxade Group, Inc.

Independent Director Compensation Policy adopted April 14, 2020

Form of First Amendment to Trxade Group, Inc.

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2019 Equity Incentive Plan Restricted Stock Grant Agreement

Non-Recourse Promissory Note in the amount of $500,000, dated February 15, 2022, by TRxADE HEALTH, INC.

in favor of Exchange Health, LLC

Distribution Services Agreement dated February 15, 2022, by and between SOSRx LLC and Integra Pharma Solutions LLC

Member Asset Contribution Agreement dated February 15, 2022, between Exchange Health, LLC and SOSRx LLC

Trxade Group, Inc.

Independent Director Compensation Policy adopted April 14, 2020

Membership Interest Purchase Agreement dated January 20, 2023, by and among Alliance Pharma Solutions, LLC, Wood Sage, LLC, as buyer, and TRxADE HEALTH, Inc., as seller

Membership Interest Purchase Agreement dated January 20, 2023, by and among Community Specialty Pharmacy, LLC, Wood Sage, LLC, as buyer, and TRxADE HEALTH, Inc., as seller

Voluntary Withdrawal and Release Agreement effective February 4, 2023, by and between TRxADE HEALTH, INC., SOSRx, LLC and Exchange Health, LLC

Agreement and Plan of Merger dated as of June 30, 2023, by and among TRxADE Health, Inc., Foods Merger Sub, Inc., and Superlatus Inc.

Stock Swap Agreement dated June 28, 2023, by and among TRxADE Health, Inc., Suren Ajjarapu and Prashant Patel

Amended and Restated Agreement and Plan of Merger, dated July 14, 2023 by and between TRxADE Health, Inc.

and Superlatus, Inc.

Form of Lock-Up Agreement

Form of MEDS Shareholder Registration Rights Agreement for MEDS Rights

Asset Purchase Agreement, dated August 21, 2023, by and among Superlatus Inc., Perfect Day, Inc., and The Urgent Company, Inc.

Supplier Agreement, dated October 9, 2023, by and among Superlatus PD Holding Company and Rainforest Distribution Corp.

Amendment No.

1 to the Amended and Restated Agreement and Plan of Merger by and between the Company, Superlatus Inc.

and Foods Merger Sub Inc., dated January 8, 2024

Asset Purchase Agreement between Trxade, Inc., Micro Merchant Systems, Inc.

and TRxADE HEALTH Inc.

(for the limited purposes identified therein), dated February 16, 2024

Subscription Agreement, dated February 29, 2024 between Trxade, Inc.

and Lafayette Energy Corp.

Stock Purchase Agreement, dated March 5, 2024 between TRxADE HEALTH Inc.

and Superlatus Foods Inc.

Code of Ethics

Letter from MaloneBailey, LLP to the Securities and Exchange Commission dated September 14, 2023

Insider Trading Policy

List of Subsidiaries

Consent of Independent Registered Accounting Firm

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

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Certification of Principal Accounting Officer Pursuant to Section 906` of the Sarbanes-Oxley Act

Inline XBRL Instance Document - the instance document

does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

Inline XBRL for the cover page of this Annual Report

on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

Filed herewith.

Furnished herewith.

Indicates management contract or compensatory plan

or arrangement.

FORM 10–K SUMMARY

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within

the Inline XBRL document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

management contract or compensatory plan or arrangement.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

TRxADE HEALTH, INC.

March 27, 2023

Suren Ajjarapu, Chief Executive

Officer (Principal Executive Officer)

March 27, 2023

April 22, 2024

Suren Ajjarapu

Ajjarapu, Chief Executive Officer (Principal Executive Officer)

April 22, 2024

Prashant Patel

Financial and Accounting Officer)

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registrant and in the capacities and on the dates indicated.

Chairman of the Board, Chief Executive Officer and

March 27, 2023

Suren Ajjarapu

(Principal Executive Officer)

Director, President, Principal Accounting Officer and

Chief Operating Officer

March 27, 2023

of the Board, Chief Executive Officer and Secretary

Executive Officer)

Prashant Patel

March 27, 2023

President, Principal Accounting Officer and Chief Operating Officer

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 9A. Controls and Procedures