Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 26, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | TRXADE GROUP, INC. | ||
Entity Central Index Key | 0001382574 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,653,167 | ||
Entity Common Stock, Shares Outstanding | 7,484,370 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 2,871,694 | $ 869,557 |
Accounts Receivable, net | 792,050 | 433,627 |
Inventory | 56,761 | 79,966 |
Prepaid Assets | 82,452 | 82,927 |
Total Current Assets | 3,802,957 | 1,466,077 |
Property Plant and Equipment, Net | 174,987 | 15,006 |
Other Assets | ||
Deposits | 21,636 | 20,531 |
Deferred offering costs | 88,231 | |
Right of use lease assets | 757,710 | |
Goodwill | 725,973 | 725,973 |
Total Assets | 5,571,494 | 2,227,587 |
Current Liabilities | ||
Accounts Payable | 334,614 | 400,544 |
Accrued Liabilities | 98,852 | 138,323 |
Current Portion Lease Liabilities | 87,350 | |
Short Term Convertible Notes Payable | 181,500 | |
Short term Convertible Notes Payable - Related Parties | 140,000 | |
Total Current Liabilities | 520,816 | 860,367 |
Long Term Liabilities | ||
Notes Payable - Related Parties | 225,000 | 522,552 |
Other Long-Term Liabilities - Leases | 685,461 | |
Total Liabilities | 1,431,277 | 1,382,919 |
Shareholders' Equity | ||
Series A Preferred Stock, $0.00001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | ||
Common Stock, $0.00001 par value; 100,000,000 shares authorized; 6,539,415 and 5,547,638 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 65 | 55 |
Additional Paid-in Capital | 12,535,655 | 8,955,688 |
Retained Deficit | (8,395,503) | (8,111,075) |
Total Shareholders' Equity | 4,140,217 | 844,668 |
Total Liabilities and Shareholders' Equity | $ 5,571,494 | $ 2,227,587 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Series A Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Series A Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series A Preferred stock, shares issued | ||
Series A Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,539,415 | 5,547,638 |
Common stock, shares outstanding | 6,539,415 | 5,547,638 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues, net | $ 7,436,264 | $ 3,831,778 |
Cost of Sales | 2,565,500 | 449,049 |
Gross Profit | 4,870,764 | 3,382,729 |
Operating Expenses | ||
Loss on write-off of software asset | 368,520 | |
General and Administrative | 4,377,020 | 3,470,345 |
Total Operating Expenses | 4,745,540 | 3,470,345 |
Operating Income (Loss) | 125,224 | (87,616) |
Other Income | 72,075 | 161,639 |
Investment Loss | (250,000) | |
Loss on Extinguishment of Debt | (178,500) | (7,444) |
Interest Expense | (53,227) | (57,541) |
Net Income (Loss) | $ (284,428) | $ 9,038 |
Net Income (Loss) per Common Share - Basic: | $ (0.05) | $ 0 |
Net Income (Loss) per Common Share - Diluted: | $ (0.05) | $ 0 |
Weighted average Common Shares Outstanding Basic | 5,929,092 | 5,376,771 |
Weighted average Common Shares Outstanding Diluted | 5,929,092 | 5,826,417 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 53 | $ 7,808,127 | $ (8,120,113) | $ (311,933) | |
Balance, shares at Dec. 31, 2017 | 5,330,971 | ||||
Common Stock Issued for cash | $ 2 | 799,998 | 800,000 | ||
Common Stock Issued for cash, shares | 216,667 | ||||
Warrants Granted for Debt Amendment | 7,444 | 7,444 | |||
Warrants for Acquisition of Community Specialty Pharmacy, LLC | 170,291 | 170,291 | |||
Options Expense | 169,828 | 169,828 | |||
Warrant Expense | |||||
Net Income/Loss | 9,038 | 9,038 | |||
Balance at Dec. 31, 2018 | $ 55 | 8,955,688 | (8,111,075) | 844,668 | |
Balance, shares at Dec. 31, 2018 | 5,547,638 | ||||
Common Stock Issued for cash | $ 8 | 2,454,993 | 2,455,000 | ||
Common Stock Issued for cash, shares | 818,333 | ||||
Options Expense | 176,376 | 176,376 | |||
Common Stock Issued for Convertible Note Conversion | $ 2 | 211,981 | 211,983 | ||
Common Stock Issued for Convertible Note Conversion, shares | 70,666 | ||||
Common Stock Issued for Settlement of Notes Payable | 353,500 | 353,500 | |||
Common Stock Issued for Settlement of Notes Payable, shares | 58,333 | ||||
Common Stock Issued for Asset Acquisition | 277,500 | 277,500 | |||
Common Stock Issued for Asset Acquisition, shares | 41,667 | ||||
Warrants Exercised | 165 | 166 | |||
Warrants Exercised, shares | 2,778 | ||||
Warrant Expense | 105,452 | 105,452 | |||
Net Income/Loss | (284,428) | (284,428) | |||
Balance at Dec. 31, 2019 | $ 65 | $ 12,535,655 | $ (8,395,503) | $ 4,140,217 | |
Balance, shares at Dec. 31, 2019 | 6,539,415 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Activities: | ||
Net income (loss) | $ (284,428) | $ 9,038 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation Expense | 5,000 | |
Options Expense | 176,376 | 169,828 |
Warrant Expense | 105,452 | |
Bad Debt Expense | 11,500 | 2,271 |
Loss on extinguishment of debt | 178,500 | 7,444 |
Investment Loss | 250,000 | |
Loss on write off of software asset | 368,520 | |
Amortization of Right of Use Assets | 89,731 | |
Amortization of Debt Discount | 152 | |
Changes in operating assets and liabilities: | ||
Accounts Receivable | (369,923) | (1,532) |
Prepaid Assets and Other Current Assets | 475 | 13,637 |
Other Assets | (89,336) | |
Inventory | 23,205 | (3,810) |
Lease Liability | (74,630) | |
Accounts Payable | (148,659) | 95,149 |
Accrued Liabilities and Other Liabilities | (8,988) | (18,791) |
Net Cash provided by operating activities | 141,775 | 273,386 |
Investing Activities: | ||
Purchase of Fixed Assets | (82,252) | (15,006) |
Cash paid for acquisition of Community Specialty Pharmacy, LLC, net of cash received | (250,273) | |
Purchase of Equity Method Investment | (250,000) | |
Net Cash Used in Investing Activities | (332,252) | (265,279) |
Financing Activities: | ||
Repayments of Promissory Note - Third Parties | (10,739) | |
Repayments of Short-Term Debt - Related Parties | (262,552) | (111,725) |
Proceeds from exercise of Warrants | 166 | |
Proceeds from Issuance of Common Stock | 2,455,000 | 800,000 |
Net Cash provided by financing activities | 2,192,614 | 677,536 |
Net increase in Cash | 2,002,137 | 685,643 |
Cash at Beginning of the Year | 869,557 | 183,914 |
Cash at End of the Year | 2,871,694 | 869,557 |
Supplemental Cash Flow Information | ||
Cash Paid for Interest | 98,461 | 36,970 |
Cash Paid for Income Taxes | ||
Non-Cash Transactions | ||
Related party note payable and warrants issued for acquisition of Community Specialty Pharmacy, LLC | 470,921 | |
Recognition of ROU assets and operating lease obligations | 847,441 | |
Purchase of Fixed Assets recorded in Accounts Payable | 82,729 | |
Common Stock Issued for Conversion of Note and Accrued Interest | $ 386,983 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE 1 – ORGANIZATION Trxade Group, Inc. (“ we our Trxade Company Trxade, Inc. operates a web-based market platform that enables commerce among healthcare buyers and sellers of pharmaceuticals, accessories and services. Integra Pharma Solutions, LLC is a licensed pharmaceutical wholesaler and sells brand, generic and non-drug products. Community Specialty Pharmacy, LLC is an accredited independent retail pharmacy with a focus on specialty medications. The company operates with innovative pharmacy model which offers home delivery services to any patient thereby providing convenience. Alliance Pharma Solutions, LLC has developed a same day Pharma delivery software – Delivmeds.com and invested in SyncHealth MSO, LLC a managed services organization in January 2019. (See Note 13 – Equity Method Investment Bonum Health, LLC was formed to hold certain telehealth assets acquired in October 2019. The “ Bonum Health Hub On October 9, 2019, the Company’s Board of Directors, and on October 15, 2019, stockholders holding a majority of the Company’s outstanding voting shares, approved resolutions authorizing a reverse stock split of the outstanding shares of the Company’s common stock in the range from one-for-two (1-for-2) to one-for-ten (1-for-10), and provided authority to the Company’s Board of Directors to select the ratio of the reverse stock split in their discretion (the “ Stockholder Authority Reverse Stock Split Proportional adjustments were made to the conversion and exercise prices of the Company’s outstanding warrants and stock options, and to the number of shares issued and issuable under the Company’s stock incentive plans in connection with the Reverse Stock Split. The Reverse Stock Split did not affect any stockholder’s ownership percentage of the Company’s common stock, except to the limited extent that the Reverse Stock Split resulted in any stockholder owning a fractional share. Fractional shares of common stock were rounded up to the nearest whole share based on each holder’s aggregate ownership of the Company. All issued and outstanding shares of common stock, options and warrants to purchase common stock and per share amounts contained in the financial statements, have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“ GAAP Liquidity – Historically, operations have been funded primarily through the sale of equity or debt securities and operating activities. In 2019, the Company raised capital (See Note 5 – Stockholders’ Equity) and had positive operating cash flow from operations. The Company has the ability to maintain the current level of spending or reduce expenditures to maintain operations if funding is not available. Use of Estimates – In preparing these financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Reclassification – Certain prior year amounts have been reclassified to conform to the current year presentation. Principle of Consolidation – The Company’s consolidated financial statements include the accounts of Trxade Group, Inc., Trxade, Inc., Integra Pharma Solutions, Inc., Alliance Pharma Solutions, LLC, Community Specialty Pharmacy, LLC and Bonum Health, LLC. All significant intercompany accounts and transactions have been eliminated. Cash and Cash Equivalents – Cash in bank accounts are at risk to the extent that they exceed U.S. Federal Deposit Insurance Corporation insured amounts. All investments purchased with a maturity of three months or less are cash equivalents. Cash and cash equivalents are available on demand and are generally within FDIC insurance limits for 2019. Accounts Receivable – The Company’s receivables are from customers and are collected within 90 days. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the years ended December 31, 2019 and 2018, $11,500 and $2,271 of bad debt expense, respectively and $0 of recovery of bad debt, was recognized. Inventory – Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first in first out basis. On a quarterly basis, the Company analyzes its inventory levels and no reserve is maintained as obsolete or expired inventories are written off. There is no reserve for inventory obsolescence during the periods presented. Beneficial Conversion Features – The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. Derivative financial instruments – The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a Black-Scholes option pricing model, assuming maximum value, in accordance with ASC 815-15 “ Derivative and Hedging Fair Value of Financial Instruments – The Company measures its financial assets and liabilities in accordance with the requirements of Financial Accounting Standards Board (FASB) ASC 820, “ Fair Value Measurements and Disclosures Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. The carrying amounts of cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value because of the short-term nature of these instruments. The carrying amount of long-term debt approximates fair value because the debt is based on current rates at which the Company could borrow funds with similar maturities. Goodwill – The Company accounts for goodwill and intangible assets in accordance with ASC 350 “ Intangibles Goodwill and Other Revenue Recognition – In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (Topic 606) “ Revenue from Contracts with Customers. Revenue Recognition Trxade, Inc. provides an online website service, a buying and selling marketplace for licensed Pharmaceutical Wholesalers to sell products and services to licensed Pharmacies. The Company charges Suppliers a transaction fee, a percentage of the purchase price of the Prescription Drugs and other products sold through its website service. The fulfillment of confirmed orders, including delivery and shipment of Prescription Drugs and other products, is the responsibility of the Supplier and not of the Company. The Company holds no inventory and assumes no responsibility for the shipment or delivery of any products or services from the Company’s website. The Company considers itself an agent for this revenue stream and as such, reports revenue as net. Step One: Identify the contract with the customer – Trxade, Inc.’s Terms and Use Agreement is acknowledged between the Wholesaler and Trxade, Inc. which outlines the terms and conditions. The collection is probable based on the credit evaluation of the Wholesaler. Step Two: Identify the performance obligations in the contract – The Company provides to the Supplier access to the online website, uploading of catalogs of products and Dashboard access to review status of inventory posted and processed orders. The Agreement requires the supplier to provide a catalog of pharmaceuticals for posting on the platform, deliver the pharmaceuticals and upon shipment remit the stated platform fee. Step Three: Determine the transaction price – The Fee Agreement outlines the fee based on the type of product, generic, brand or non-drug. There are no discounts for volume of transactions or early payment of invoices. Step Four: Allocate the transaction price – The Fee Agreement outlines the fee. There is no difference between contract price and “ stand-alone selling price Integra Pharma Solutions, LLC is a licensed wholesaler and sells to licensed pharmacies brand, generic and non-drug products. The Company takes orders for product and creates invoices for each order and recognizes revenue at the time the Customer receives the product. Customer returns are not material. Step One: Identify the contract with the customer – The Company requires that an application and a credit card for payment is completed by the Customer prior to the first order. Each transaction is evidenced by an order form sent by the customer and an invoice for the product is sent by the Company. The collection is probable based on the application and credit card information provided prior to the first order. Step Two: Identify the performance obligations in the contract – Each order is distinct and evidenced by the shipping order and invoice. Step Three: Determine the transaction price – The consideration is variable if product is returned. The variability is determined based on the return policy of the product manufacturer. There are no sales or volume discounts. The transaction price is determined at the time of the order evidenced by the invoice. Step Four: Allocate the transaction price – There is no difference between contract price and “ stand-alone selling price Community Specialty Pharmacy, LLC is in the retail pharmacy business. The Company fills prescriptions for drugs written by a doctor and recognizes revenue at the time the patient confirms delivery of the prescription. Customer returns are not material. Step One: Identify the contract with the customer – The prescription is written by a doctor for a Customer and delivered to the Company. The prescription identifies the performance obligations in the contract. The Company fills the prescription and delivers to the Customer the prescription, fulfilling the contract. The collection is probable because there is confirmation that the customer has insurance for the reimbursement to the Company prior to filling of the prescription. Step Two: Identify the performance obligations in the contract – Each prescription is distinct to the Customer. Step Three: Determine the transaction price – The consideration is not variable. The transaction price is determined to be the price of the prescription at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit managers, insurance companies and government agencies). Step Four: Allocate the transaction price – The price of the prescription invoiced represents the expected amount of reimbursement from third party payors. There is no difference between contract price and “ stand-alone selling price Cost of Goods Sold – The Company recognized cost of goods sold from activities in Integra Pharma Solutions, LLC and Community Specialty Pharmacy, LLC. Stock-Based Compensation – The Company accounts for stock-based compensation to employees in accordance with ASC 718, “ Compensation-Stock Compensation Income Taxes – The Company accounts for income taxes utilizing ASC 740, “ Income Taxes Equity Investments – If the investments are less than 50% owned and more than 20% owned, the Company uses the equity method of accounting in accordance with ASC 323-10 Investments – Equity Method and Joint Ventures. The share of income (loss) of such investees is recorded as a single amount as share in equity income (loss) of investments. Dividends, if any, are recorded as a reduction of the investment. The Company’s equity investment was fully impaired at December 31, 2019. Income (loss) Per Share – Basic net income (loss) per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The treasury stock method and as if converted methods are used to determine the dilutive shares for the Company’s options and warrants and convertible notes, respectively. The following table sets forth the computation of basic and diluted income per common share for the years ended December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Numerator: Net Income (Loss) $ (284,428 ) $ 9,038 Numerator for basic and diluted income available to common shareholders $ (284,428 ) $ 9,038 Denominator: Denominator for basic income per common share – Weighted average common shares outstanding 5,929,092 5,376,771 Dilutive effect of Common Stock Equivalents - 449,646 Denominator for diluted income per common share – adjusted weighted average common shares outstanding 5,929,092 5,826,417 Basic income (loss) per common share $ (0.05 ) $ 0.00 Diluted income (loss) per common share $ (0.05 ) 0.00 Concentration of Credit Risks and Major Customers - Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp limits. During the years ended December 31, 2019 and 2018, sales to two customers represent greater than 10% of revenue at 10.3% and 10.8% in 2019 and 12.9% and 11.4% in 2018, respectively. Recent Accounting Pronouncements – The Company has implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. The pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. Effective January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842 ASU 2016-02 ROU Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ ASU 2018-7 |
Short-Term Debt and Related Par
Short-Term Debt and Related Parties Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Short-Term Debt and Related Parties Debt | NOTE 3 – SHORT-TERM DEBT AND RELATED PARTIES DEBT Convertible Promissory Notes In February 2019, convertible promissory notes issued in 2015 for $181,500 were amended to have a conversion price of $3.00 per share, and the principal and accrued interest totaling $211,983, were then converted into 70,666 common shares. As of December 31, 2019 and 2018, short-term convertible notes payable has a balance of $0 and $181,500, respectively, net of $0 unamortized debt discount. Related Party Convertible Promissory Notes In August 2018, the $40,000 convertible promissory note was amended. A one-year extension was executed to extend the due date to August 2019. In connection with the one-year extension of the maturity date of the outstanding note, the holder of the note was granted warrants to purchase 1,667 shares of common stock at a strike price of $3.00 per share and an expiration date of five years from the date of issuance. The amendment of the note was considered a debt extinguishment and a loss on extinguishment of debt was booked in the amount of $7,444. The Company evaluated the embedded conversion feature within the above convertible notes under ASC 815-15 and ASC 815-40 and determined that the embedded conversion feature does not meet the definition of a derivative liability. Then the Company evaluated the conversion feature for a beneficial conversion feature at inception. The Company accounted for the intrinsic value of a Beneficial Conversion Feature inherent to the convertible note payable and $0 was recorded as of the grant date. In August 2019, the $40,000 convertible promissory note due to Mr. Shilpa Patel, a relative of Mr. Prashant Patel, the Company’s President and director, was paid in full. In September and October 2016, convertible promissory notes were issued in the aggregate amount of $211,725 to a related party, Mr. Nitil Patel, the brother of Mr. Prashant Patel, the Company’s President and director. The term of the notes was one year. Simple interest of 10% was payable at the maturity date of the notes. Prior to maturity, the notes could be converted into common stock at a conversion price of $3.72 per share. In connection with the notes, the holders of the notes were granted warrants to purchase 8,810 shares of common stock. These warrants were granted at a strike price of $3.72 per share and had an expiration date of five years from the date of issuance. In April 2017, a $61,725 related party note was renewed with a one-year extension at the same interest rate of 10% per annum, due April 2018. In April 2018, $61,725 was paid in cash for the full payment of the note. In September 2017, a $150,000 related party note was renewed with a six-month extension at the same interest rate of 10% per annum, due in February 2018. In February 2018, $100,000 of the related party note was extended to July 2018 and then renewed for another one year extension at the same interest rate of 10% per annum, due July 2019. The remaining $50,000 was paid in cash in February 2018. In July 2019, a note was extended to October 15, 2019, and the modification was not considered substantial. In October 2019, the note was converted into 33,333 shares of common stock at $3.00 per share. There was a loss recognized on conversion of $102,000. As of December 31, 2019 and 2018, the short-term related party convertible notes had a principal balance of $0 and $140,000, respectively, net of an unamortized debt discount of $0. Related Party Promissory Notes In June 2017, the Company repaid an outstanding promissory note, dated May 8, 2016, as amended, in the principal amount of $250,000 (the “ NPR Note Lender The Company borrowed funds to repay the NPR Note in the amounts of $100,000 and $80,000 from Sansur Associates, LLC, a limited liability company controlled by Mr. Ajjarapu, and Mr. Patel, respectively (the “ Promissory Notes otes is three years and they each bear interest at 6% per annum, which is payable annually. The note due to Mr. Patel is $ On October 8, 2019, the notes were paid in full. The notes were due on July 1, 2020 and each bear interest at the rate of 6% per annum. The outstanding amounts paid to Mr. Patel and Sansur Associates, LLC were $122,552 and $100,000, respectively. As of December 31, 2019 and 2018, the note due to Mr. Patel had a principal balance of $0 and $122,552, respectively. As of December 31, 2019 and 2018, the note due to Sansur Associates, LLC had a principal balance of $0 and $100,000, respectively. |
Long Term Debt
Long Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long Term Debt | NOTE 4 – LONG TERM DEBT Related Party Promissory Notes In October 2018, in connection with the acquisition of Community Specialty Pharmacy, LLC, a $300,000 promissory note was issued to Nikul Panchal, a non-executive officer of the Company, accruing simple interest at the rate of 10% per annum, payable annually, and having a maturity date in October 15, 2021. In October 2019, $75,000 of the note was converted into 25,000 common shares at $3.00 per share. There was a loss recognized on this conversion of $76,500. At December 31, 2019 and 2018, total related party long term debt was $225,000 and $522,552, respectively. Future maturities of long-term debt in the next five years are as follows: Due in 2020 $ - Due in 2021 $ 225,000 Due in 2022 $ - Due in 2023 $ - Total Debt $ 225,000 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 5 – SHAREHOLDERS’ EQUITY 2018 In July 2018, pursuant to a Private Offer Memorandum, 50,000 shares of common stock were sold for $300,000. The common stock was sold at $6.00 per share. In connection with this common stock offering, warrants to purchase 26,923 shares of common stock were granted with a strike price of $0.06 per share and an expiration date of five years. In November 2018, pursuant to a Private Offer Memorandum, 166,667 shares of common stock were sold for $500,000. The common stock was sold at $3.00 per share. 2019 In February 2019, convertible promissory notes issued in 2015 in the amount of $181,500, were amended to include a conversion price of $3.00 per share, and the principal and accrued interest totaling $211,983 was then converted into 70,666 common shares. In February 2019, warrants to purchase 2,778 shares of common stock granted in 2014 with an exercise price of $0.06 per share were exercised for $166 in cash and the Company issued 2,778 common shares. In April and May 2019, options to purchase 84,178 shares of common stock were granted with exercise prices of between $2.46 and $2.64 per share, and a term of 10 years from the grant date. The options vest over a period of four to five years. On July 10, 2019, the Company entered into a securities Purchase Agreement with an accredited investor with respect to the private placement of 333,333 shares of common stock at a purchase price of $3.00 per share, for gross proceeds of $1,000,000. This transaction closed on July 30, 2019. On September 1, 2019, the Company granted Flacane Advisors, Inc., a company controlled by Gary Augusta, a former member of the Board of Directors of the Company, warrants to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.06 per share. Based on the agreement, warrants to purchase 25,000 shares vest on April 1, 2020 and warrants to purchase 25,000 shares vest on April 1, 2021. The warrants have a term of 5 years. On September 30, 2019, the Company entered into Securities Purchase Agreements with certain accredited investors with respect to the private placement of 485,000 shares of common stock at a purchase price of $3.00 per share, for gross proceeds of $1,455,000. Subscribers included Bedford Falls Capital, which is controlled by Gary Augusta, the Company’s former director (166,667 shares); Nitesh Patel, who is the cousin of Prashant Patel, the Company’s director and President (6,667 shares); and Shilpa Patel, who is the spouse of Nitesh Patel, the brother of Prashant Patel, the Company’s director and President (3,333 shares). In October 2019, the Company converted $175,000 of principal owed under various outstanding promissory notes into 58,333 shares common stock of the Company at $3.00 per share. There was a loss recognized on this conversion of $178,500. On October 23, 2019 (the “ Closing Date Seller Member Assets Note 14 – Asset Acquisition |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 6 - WARRANTS In 2018, warrants to purchase 26,923 shares of common stock were granted related to common shares sold for cash, 1,667 were granted for renewal of convertible debt (see Note 3 - Short-Term Debt and Related Parties Debt In 2019, warrants to purchase 2,778 shares of common stock were exercised for cash, 50,000 were granted and 2,778 were forfeited. See Note 5 – Shareholders’ Equity 2019 2018 Expected dividend yield 0 % 0 % Weighted-average expected volatility 217 % 231-632 % Weighted-average risk-free interest rate 2.75 % 2.55-2.75 % Expected life of warrants 5 years 5-8 years The Company’s outstanding and exercisable warrants as of December 31, 2019 and 2018 are presented below: Number Outstanding Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Warrants Outstanding as of December 31, 2017 456,361 $ 0.24 3.28 $ 937,567 Warrants granted 96,176 $ 0.11 7.11 - Warrants forfeited (72,501 ) $ 6.00 - - Warrants exercised - - - - Warrants Outstanding as of December 31, 2018 480,036 $ 0.46 3.56 $ 782,393 Warrants granted 50,000 $ 0.06 5.01 Warrants forfeited (2,778 ) $ 0.06 - - Warrants exercised (2,778 ) $ 0.06 - - Warrants Outstanding as of December 31, 2019 524,480 $ 0.42 2.39 $ 3,273,897 |
Options
Options | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Options | NOTE 7 - OPTIONS The Company maintains a stock option plan under which certain employees and management are awarded option grants based on a combination of performance and tenure. All options may be exercised for a period up to four and a half years following the grant date, after which they expire. Options are vested up to 5 years from the grant date. The Board has authorized the use of 1,333,333 shares for option grants. Stock options were granted during 2019 and 2018 to employees totaling, 84,178 and 93,407, respectively. These options vest over a period of 4 to 5 years, are granted with an exercise price of between $2.46-$3.00 per share and have a term of 10 years. The last options expire in April 2029. Under the Black-Scholes option price model, fair value of the options granted in 2019 and 2018 were $220,975 and $278,358, respectively. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant. The following table summarizes the assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2019 and 2018: 2019 2018 Expected dividend yield 0 % 0 % Weighted-average expected volatility 209-250 % 192-265 % Weighted-average risk-free interest rate 2.08-2.55 % 2.08-2.73 % Expected life of options 4-5 years 4-5 years Total compensation cost related to stock options was $176,376 and $169,828 for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, there was $198,558 of unrecognized compensation costs related to stock options, which is expected to be recognized over a weighted average period of 4.23 years. The following table represents stock option activity for the two years ended December 31, 2019: Number Outstanding Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Options Outstanding as of December 31, 2017 199,652 $ 5.52 6.96 $ - Options Exercisable as of December 31, 2017 97,333 $ 6.30 6.30 Options granted 93,407 3.00 9.26 - Options forfeited (4,234 ) 2.79 9.06 - Options expired - - - - Options Outstanding as of December 31, 2018 288,825 $ 7.14 6.79 $ - Options Exercisable as of December 31, 2018 184,543 $ 5.76 5.03 $ - Options granted 84,178 2.57 9.35 Options forfeited (13,703 ) 5.73 4.63 Options expired (12,302 ) 3.34 8.23 - Options Outstanding as of December 31, 2019 346,998 $ 4.39 6.77 $ 817,220 Options Exercisable as of December 31, 2019 207,485 $ 5.29 5.53 $ 312,338 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – INCOME TAXES On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “ Tax Act Federal Tax Rate The statutory tax rate is the percentage imposed by law; the effective tax rate is the percentage of income actually paid by a company after taking into account tax deductions, exemptions, credits and operating loss carry forwards. At December 31, 2019 and 2018 deferred tax assets consist of the following: December 31, 2019 December 31, 2018 Federal loss carry forwards $ 1,135,810 $ 922,850 Less: valuation allowance (1,135,810 ) (922,850 ) $ - $ - The Company has established a valuation allowance equal to the full amount of the deferred tax asset primarily due to uncertainty in the utilization of the net operating loss carry forwards. The estimated net operating loss carry forwards of approximately $5,400,000 will be available based on the new carryover rules in section 172(a) passed with the Tax Cuts and Jobs Acts. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | NOTE 9 – CONTINGENCIES In January 2020, we became aware of a complaint filed by Jitendra Jain, Manish Arora, Scariy Kumaramangalam, Harsh Datta and Balvant Arora (collectively, plaintiffs), against our wholly-owned subsidiary, Trxade, Inc. and our Chief Executive Officer, Suren Ajjarapu and Annapurna Gundlapalli, Gajan Mahendiran and Nexgen Memantine, certain unrelated persons (collectively, defendants), in the Circuit Court of Madison County, Alabama (Case: 47-CV-2019-902216.00). The complaint alleges causes of actions against the defendants including fraud in the inducement, relating to certain investments alleged to have been made by plaintiffs in Nexgen Memantine, breach of fiduciary duty, conversion and voidable transactions. The complaint relates to certain investments alleged made by the plaintiffs in Nexgen Memantine and certain alleged fraudulent transfers of assets and funds alleged to have been taken by the defendants which are unrelated to the Company. The complaint seeks $425,000 in compensatory damages and $1,275,000 in punitive damages. The Company and Mr. Ajjarapu deny in their entirety the plaintiffs’ allegations and plan to promptly seek to file a motion to dismiss the plaintiffs’ claims against the Company and Mr. Ajjarapu. The Company and Mr. Ajjarapu further refute any connections for the purpose of the suit to the other named defendants. To the Company’s and Mr. Ajjarapu’s knowledge, the complaint has no merit whatsoever and each of the Company and Mr. Ajjarapu intend to vigorously defend themselves and oppose the relief sought in the complaint. The Company is unable to determine the estimate of the probable or reasonable possible loss or range of losses arising from the above legal proceeding. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | NOTE 10 – LEASES The Company elected the practical expedient under ASU 2018-11 “ Leases: Targeted Improvements Lease 1 Lease 2 Initial Lease Term December 2017 to December 2021 November 2018 to November 2023 Renewal Term January 2021 to December 2024 November 2023 to November 2028 Initial Recognition of Right to use assets at January 1, 2019 $ 534,140 $ 313,301 Incremental Borrowing Rate 10 % 10 % The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the operating lease liabilities recorded in the Consolidated Balance Sheet as of December 31, 2019. Amounts due within twelve months of December 31 2020 $ 160,709 2021 165,506 2022 170,473 2023 175,607 2024 180,875 Thereafter 214,444 Total minimum lease payments 1,067,614 Less: effect of discounting (294,803 ) Present value of future minimum lease payments 772,811 Less: current obligations under leases 87,350 Long-term lease obligations $ 685,461 For the year ended December 31, 2019, amortization of right of use lease assets was $89,731. For the year ended December 31, 2019, operating lease liabilities paid was $74,630. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 11 – SEGMENT REPORTING The Company classifies its business interests into reportable segments which are Trxade, Inc., Community Specialty Pharmacy, LLC, Integra Pharma, LLC and Other. Operating segments are defined as the components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability, cash flows, and growth opportunities of each respective segment. Year Ended December 31, 2019 Trxade, Inc. Community Specialty Pharmacy, LLC Integra Pharma, LLC Unallocated Total Revenue $ 4,527,740 $ 1,888,086 $ 1,020,438 $ - $ 7,436,264 Gross Profit $ 4,527,740 205,334 137,690 - 4,870,764 Segment Assets $ 1,843,970 $ 188,296 371,874 $ 3,167,354 $ 5,571,494 Segment Profit/Loss $ 2,440,375 $ (133,648 ) $ (171,640 ) $ (2,419,515 ) $ (284,428 ) Year Ended December 31, 2018 Trxade, Inc. Community Specialty Pharmacy, LLC Integra Pharma, LLC Unallocated Total Revenue $ 3,407,822 $ 395,418 $ 28,538 $ - $ 3,831,778 Gross Profit $ 3,407,822 $ (34,971 ) $ 9,878 $ - 3,382,729 Segment Assets $ 822,412 $ 67,805 $ 97,497 $ 1,239,873 $ 2,227,587 Segment Profit/Loss $ 1,370,820 $ (116,587 ) $ (176,150 ) $ (1,069,045 ) $ 9,038 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 12 – BUSINESS COMBINATION On October 15, 2018, the Company entered into and consummated the purchase of 100% of the equity interests of Community Specialty Pharmacy, LLC, a Florida limited liability company, (“ CSP Seller Note 4 – Long Term Debt The Company recorded the acquisition under the guidance of ASC 805 “ Business Combinations the fair value for the warrants , calculated under the Black-Scholes calculation at $170,291. Purchase Price Allocation Purchase Price $ 770,291 Cash (49,728 ) Accounts Receivable (114,899 ) Inventory (76,156 ) Prepaid (3,000 ) Accounts Payable 199,312 Accrued Expenses 153 Goodwill $ 725,973 The accompanying unaudited pro forma combined statement of operations presents the accounts of Trxade and CSP for the year ended December 31, 2018, assuming the acquisition occurred on January 1, 2018. 2018 Summary Statement of Operations Trxade CSP Combined Revenue $ 3,436,360 $ 2,387,636 $ 5,823,996 Net Income (Loss) $ 125,626 $ (6,723 ) $ 118,903 Net Income per common share – basic $ 0.02 $ 0.02 Net Income per common share - diluted $ 0.02 $ 0.02 Weighted average common shares - basic 5,376,771 5,376,771 Weighted average common shares - diluted 5,826,417 5,826,417 |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | NOTE 13 – EQUITY METHOD INVESTMENT In January 2019, the Company, through its wholly-owned subsidiary Alliance Pharma Solution, LLC (“ Alliance SyncHealth PanOptic |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Asset Acquisition | NOTE 14 – ASSET ACQUISITION On October 23, 2019 (the “ Closing Date Seller Member Assets Closing Shares Milestone Shares APA Shares 1. 40,000 shares upon the placement, by the Company, of 40 in-store wellness kiosks, utilizing the Tele Meds Platform, on or before the first anniversary of the Closing Date; 2. 34,167 shares upon placement, by the Company, of 70 in-store wellness kiosks utilizing the Tele Meds Platform, on or before the first anniversary of the Closing Date; and 3. 34,167 shares upon placement, by the Company, of 100 in-store wellness kiosks utilizing the Tele Meds Platform on or before the first anniversary of the Closing Date. The Asset Purchase Agreement includes a three year non-compete requirement, prohibiting the Seller and the Member from competing against the Assets, customary representations and indemnification obligations, subject to a $25,000 minimal claim amount and certain limitations on liability disclosed in the Asset Purchase Agreement. The Asset Purchase Agreement also requires the Company to fund up to $600,000 in connection with the remote hub installation, marketing and IT, subject to certain milestones set forth in the Asset Purchase Agreement (the “ Funding Obligation Subsequent to the acquisition, the Company determined that the Assets were not usable and wrote off the value of the Assets amounting to approximately $369,000. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS On February 13, 2020, we entered into an underwriting agreement (the “Underwriting Agreement”) with Dawson James Securities, Inc. (the “Representative”), as representative of the several underwriters named therein, relating to the sale of 806,452 shares of common stock in a firm commitment underwritten offering (the “Offering”). The transactions contemplated by the Underwriting Agreement closed on February 18, 2020 (the “Closing Date”), at which time we sold 806,452 shares of common stock to the underwriters. On February 21, 2020, the Representative exercised their overallotment option and purchased an additional 115,767 shares of common stock. The shares were sold at a public offering price of $6.50 per share. The Company paid the underwriters a cash fee equal to 8% of the aggregate gross proceeds received by the Company in connection with the Offering and reimbursed certain expenses. The Company received net proceeds of approximately $5.3 million from the Offering. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes and possibly to fund acquisitions of other companies, products or technologies. In January 2020, the Company entered into a financial consulting agreement. As compensation the Company agreed to pay the consultant $75,000 over six months and to grant the consultant warrants to purchase 5,000 shares of common stock with an exercise price of $3.00 per share. The warrants have not been formally granted as of the date of this Report. In February 2020, 22,529 warrants to purchase 22,529 shares of common stock were exercised at $0.06 per share. In March 2020, the Company granted options to purchase 30,343 shares of common stock at an exercise price of $0.01 per share, vesting in August 2020, to a consultant who has agreed to provide consulting services for a period of 12 months. In March 2020, 167 options to purchase 167 shares of common stock were exercised at $3.00 per share or $501 in aggregate. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Liquidity | Liquidity – Historically, operations have been funded primarily through the sale of equity or debt securities and operating activities. In 2019, the Company raised capital (See Note 5 – Stockholders’ Equity |
Use of Estimates | Use of Estimates – In preparing these financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Reclassification | Reclassification – Certain prior year amounts have been reclassified to conform to the current year presentation. |
Principle of Consolidation | Principle of Consolidation – The Company’s consolidated financial statements include the accounts of Trxade Group, Inc., Trxade, Inc., Integra Pharma Solutions, Inc., Alliance Pharma Solutions, LLC, Community Specialty Pharmacy, LLC and Bonum Health, LLC. All significant intercompany accounts and transactions have been eliminated. |
Cash and Cash Equivalents | Cash and Cash Equivalents – Cash in bank accounts are at risk to the extent that they exceed U.S. Federal Deposit Insurance Corporation insured amounts. All investments purchased with a maturity of three months or less are cash equivalents. Cash and cash equivalents are available on demand and are generally within FDIC insurance limits for 2019. |
Accounts Receivable | Accounts Receivable – The Company’s receivables are from customers and are collected within 90 days. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the years ended December 31, 2019 and 2018, $11,500 and $2,271 of bad debt expense, respectively and $0 of recovery of bad debt, was recognized. |
Inventory | Inventory – Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first in first out basis. On a quarterly basis, the Company analyzes its inventory levels and no reserve is maintained as obsolete or expired inventories are written off. There is no reserve for inventory obsolescence during the periods presented. |
Beneficial Conversion Features | Beneficial Conversion Features – The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. |
Derivative financial instruments | Derivative financial instruments – The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a Black-Scholes option pricing model, assuming maximum value, in accordance with ASC 815-15 “ Derivative and Hedging |
Fair Value of Financial Instruments | Fair Value of Financial Instruments – The Company measures its financial assets and liabilities in accordance with the requirements of Financial Accounting Standards Board (FASB) ASC 820, “ Fair Value Measurements and Disclosures Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. The carrying amounts of cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value because of the short-term nature of these instruments. The carrying amount of long-term debt approximates fair value because the debt is based on current rates at which the Company could borrow funds with similar maturities. |
Goodwill | Goodwill – The Company accounts for goodwill and intangible assets in accordance with ASC 350 “ Intangibles Goodwill and Other |
Revenue Recognition | Revenue Recognition – In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (Topic 606) “ Revenue from Contracts with Customers. Revenue Recognition Trxade, Inc. provides an online website service, a buying and selling marketplace for licensed Pharmaceutical Wholesalers to sell products and services to licensed Pharmacies. The Company charges Suppliers a transaction fee, a percentage of the purchase price of the Prescription Drugs and other products sold through its website service. The fulfillment of confirmed orders, including delivery and shipment of Prescription Drugs and other products, is the responsibility of the Supplier and not of the Company. The Company holds no inventory and assumes no responsibility for the shipment or delivery of any products or services from the Company’s website. The Company considers itself an agent for this revenue stream and as such, reports revenue as net. Step One: Identify the contract with the customer – Trxade, Inc.’s Terms and Use Agreement is acknowledged between the Wholesaler and Trxade, Inc. which outlines the terms and conditions. The collection is probable based on the credit evaluation of the Wholesaler. Step Two: Identify the performance obligations in the contract – The Company provides to the Supplier access to the online website, uploading of catalogs of products and Dashboard access to review status of inventory posted and processed orders. The Agreement requires the supplier to provide a catalog of pharmaceuticals for posting on the platform, deliver the pharmaceuticals and upon shipment remit the stated platform fee. Step Three: Determine the transaction price – The Fee Agreement outlines the fee based on the type of product, generic, brand or non-drug. There are no discounts for volume of transactions or early payment of invoices. Step Four: Allocate the transaction price – The Fee Agreement outlines the fee. There is no difference between contract price and “ stand-alone selling price Integra Pharma Solutions, LLC is a licensed wholesaler and sells to licensed pharmacies brand, generic and non-drug products. The Company takes orders for product and creates invoices for each order and recognizes revenue at the time the Customer receives the product. Customer returns are not material. Step One: Identify the contract with the customer – The Company requires that an application and a credit card for payment is completed by the Customer prior to the first order. Each transaction is evidenced by an order form sent by the customer and an invoice for the product is sent by the Company. The collection is probable based on the application and credit card information provided prior to the first order. Step Two: Identify the performance obligations in the contract – Each order is distinct and evidenced by the shipping order and invoice. Step Three: Determine the transaction price – The consideration is variable if product is returned. The variability is determined based on the return policy of the product manufacturer. There are no sales or volume discounts. The transaction price is determined at the time of the order evidenced by the invoice. Step Four: Allocate the transaction price – There is no difference between contract price and “ stand-alone selling price Community Specialty Pharmacy, LLC is in the retail pharmacy business. The Company fills prescriptions for drugs written by a doctor and recognizes revenue at the time the patient confirms delivery of the prescription. Customer returns are not material. Step One: Identify the contract with the customer – The prescription is written by a doctor for a Customer and delivered to the Company. The prescription identifies the performance obligations in the contract. The Company fills the prescription and delivers to the Customer the prescription, fulfilling the contract. The collection is probable because there is confirmation that the customer has insurance for the reimbursement to the Company prior to filling of the prescription. Step Two: Identify the performance obligations in the contract – Each prescription is distinct to the Customer. Step Three: Determine the transaction price – The consideration is not variable. The transaction price is determined to be the price of the prescription at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit managers, insurance companies and government agencies). Step Four: Allocate the transaction price – The price of the prescription invoiced represents the expected amount of reimbursement from third party payors. There is no difference between contract price and “ stand-alone selling price |
Cost of Goods Sold | Cost of Goods Sold – The Company recognized cost of goods sold from activities in Integra Pharma Solutions, LLC and Community Specialty Pharmacy, LLC. |
Stock-Based Compensation | Stock-Based Compensation – The Company accounts for stock-based compensation to employees in accordance with ASC 718, “ Compensation-Stock Compensation |
Income Taxes | Income Taxes – The Company accounts for income taxes utilizing ASC 740, “ Income Taxes |
Equity Investments | Equity Investments – If the investments are less than 50% owned and more than 20% owned, the entities use the equity method of accounting in accordance with ASC 323-10 Investments – Equity Method and Joint Ventures. The share of income (loss) of such entities is recorded as a single amount as share in equity income (loss) of investments. Dividends, if any, are recorded as a reduction of the investment. The Company’s equity investment was fully impaired at December 31, 2019. |
Income (Loss) Per Share | Income (loss) Per Share – Basic net income (loss) per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The treasury stock method and as if converted methods are used to determine the dilutive shares for the Company’s options and warrants and convertible notes, respectively. The following table sets forth the computation of basic and diluted income per common share for the years ended December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Numerator: Net Income (Loss) $ (284,428 ) $ 9,038 Numerator for basic and diluted income available to common shareholders $ (284,428 ) $ 9,038 Denominator: Denominator for basic income per common share – Weighted average common shares outstanding 5,929,092 5,376,771 Dilutive effect of Common Stock Equivalents - 449,646 Denominator for diluted income per common share – adjusted weighted average common shares outstanding 5,929,092 5,826,417 Basic income (loss) per common share $ (0.05 ) $ 0.00 Diluted income (loss) per common share $ (0.05 ) 0.00 |
Concentration of Credit Risks and Major Customers | Concentration of Credit Risks and Major Customers - Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp limits. During the years ended December 31, 2019 and 2018, sales to two customers represent greater than 10% of revenue at 10.3% and 10.8% in 2019 and 12.9% and 11.4% in 2018, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – The Company has implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. The pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. Effective January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842 ASU 2016-02 ROU Note 10 – Leases Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ ASU 2018-7 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted income per common share for the years ended December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Numerator: Net Income (Loss) $ (284,428 ) $ 9,038 Numerator for basic and diluted income available to common shareholders $ (284,428 ) $ 9,038 Denominator: Denominator for basic income per common share – Weighted average common shares outstanding 5,929,092 5,376,771 Dilutive effect of Common Stock Equivalents - 449,646 Denominator for diluted income per common share – adjusted weighted average common shares outstanding 5,929,092 5,826,417 Basic income (loss) per common share $ (0.05 ) $ 0.00 Diluted income (loss) per common share $ (0.05 ) 0.00 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Future Maturities of Long-term Debt | Future maturities of long-term debt in the next five years are as follows: Due in 2020 $ - Due in 2021 $ 225,000 Due in 2022 $ - Due in 2023 $ - Total Debt $ 225,000 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Assumptions Used to Estimate Fair Value of Warrants Granted | 2019 2018 Expected dividend yield 0 % 0 % Weighted-average expected volatility 217 % 231-632 % Weighted-average risk-free interest rate 2.75 % 2.55-2.75 % Expected life of warrants 5 years 5-8 years |
Schedule of Outstanding and Exercisable Warrants | The Company’s outstanding and exercisable warrants as of December 31, 2019 and 2018 are presented below: Number Outstanding Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Warrants Outstanding as of December 31, 2017 456,361 $ 0.24 3.28 $ 937,567 Warrants granted 96,176 $ 0.11 7.11 - Warrants forfeited (72,501 ) $ 6.00 - - Warrants exercised - - - - Warrants Outstanding as of December 31, 2018 480,036 $ 0.46 3.56 $ 782,393 Warrants granted 50,000 $ 0.06 5.01 Warrants forfeited (2,778 ) $ 0.06 - - Warrants exercised (2,778 ) $ 0.06 - - Warrants Outstanding as of December 31, 2019 524,480 $ 0.42 2.39 $ 3,273,897 |
Options (Tables)
Options (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Estimate Fair Value of Stock Options | The following table summarizes the assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2019 and 2018: 2019 2018 Expected dividend yield 0 % 0 % Weighted-average expected volatility 209-250 % 192-265 % Weighted-average risk-free interest rate 2.08-2.55 % 2.08-2.73 % Expected life of options 4-5 years 4-5 years |
Schedule of Stock Option Activity | The following table represents stock option activity for the two years ended December 31, 2019: Number Outstanding Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Options Outstanding as of December 31, 2017 199,652 $ 5.52 6.96 $ - Options Exercisable as of December 31, 2017 97,333 $ 6.30 6.30 Options granted 93,407 3.00 9.26 - Options forfeited (4,234 ) 2.79 9.06 - Options expired - - - - Options Outstanding as of December 31, 2018 288,825 $ 7.14 6.79 $ - Options Exercisable as of December 31, 2018 184,543 $ 5.76 5.03 $ - Options granted 84,178 2.57 9.35 Options forfeited (13,703 ) 5.73 4.63 Options expired (12,302 ) 3.34 8.23 - Options Outstanding as of December 31, 2019 346,998 $ 4.39 6.77 $ 817,220 Options Exercisable as of December 31, 2019 207,485 $ 5.29 5.53 $ 312,338 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | At December 31, 2019 and 2018 deferred tax assets consist of the following: December 31, 2019 December 31, 2018 Federal loss carry forwards $ 1,135,810 $ 922,850 Less: valuation allowance (1,135,810 ) (922,850 ) $ - $ - |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Operating Leases | The following table outlines the details: Lease 1 Lease 2 Initial Lease Term December 2017 to December 2021 November 2018 to November 2023 Renewal Term January 2021 to December 2024 November 2023 to November 2028 Initial Recognition of Right to use assets at January 1, 2019 $ 534,140 $ 313,301 Incremental Borrowing Rate 10 % 10 % |
Schedule of Future Minimum Payments for Operating Lease Liabilities | The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the operating lease liabilities recorded in the Consolidated Balance Sheet as of December 31, 2019. Amounts due within twelve months of December 31 2020 $ 160,709 2021 165,506 2022 170,473 2023 175,607 2024 180,875 Thereafter 214,444 Total minimum lease payments 1,067,614 Less: effect of discounting (294,803 ) Present value of future minimum lease payments 772,811 Less: current obligations under leases 87,350 Long-term lease obligations $ 685,461 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Business Interests Into Reportable Segments | The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability, cash flows, and growth opportunities of each respective segment. Year Ended December 31, 2019 Trxade, Inc. Community Specialty Pharmacy, LLC Integra Pharma, LLC Unallocated Total Revenue $ 4,527,740 $ 1,888,086 $ 1,020,438 $ - $ 7,436,264 Gross Profit $ 4,527,740 205,334 137,690 - 4,870,764 Segment Assets $ 1,843,970 $ 188,296 371,874 $ 3,167,354 $ 5,571,494 Segment Profit/Loss $ 2,440,375 $ (133,648 ) $ (171,640 ) $ (2,419,515 ) $ (284,428 ) Year Ended December 31, 2018 Trxade, Inc. Community Specialty Pharmacy, LLC Integra Pharma, LLC Unallocated Total Revenue $ 3,407,822 $ 395,418 $ 28,538 $ - $ 3,831,778 Gross Profit $ 3,407,822 $ (34,971 ) $ 9,878 $ - 3,382,729 Segment Assets $ 822,412 $ 67,805 $ 97,497 $ 1,239,873 $ 2,227,587 Segment Profit/Loss $ 1,370,820 $ (116,587 ) $ (176,150 ) $ (1,069,045 ) $ 9,038 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | Purchase Price Allocation Purchase Price $ 770,291 Cash (49,728 ) Accounts Receivable (114,899 ) Inventory (76,156 ) Prepaid (3,000 ) Accounts Payable 199,312 Accrued Expenses 153 Goodwill $ 725,973 |
Schedule of Unaudited Pro Forma Statements of Operations | The accompanying unaudited pro forma combined statement of operations presents the accounts of Trxade and CSP for the year ended December 31, 2018, assuming the acquisition occurred on January 1, 2018. 2018 Summary Statement of Operations Trxade CSP Combined Revenue $ 3,436,360 $ 2,387,636 $ 5,823,996 Net Income (Loss) $ 125,626 $ (6,723 ) $ 118,903 Net Income per common share – basic $ 0.02 $ 0.02 Net Income per common share - diluted $ 0.02 $ 0.02 Weighted average common shares - basic 5,376,771 5,376,771 Weighted average common shares - diluted 5,826,417 5,826,417 |
Organization (Details Narrative
Organization (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Ownership percentage | 100.00% |
Reverse stock split, description | On October 9, 2019, the Company’s Board of Directors, and on October 15, 2019, stockholders holding a majority of the Company’s outstanding voting shares, approved resolutions authorizing a reverse stock split of the outstanding shares of the Company’s common stock in the range from one-for-two (1-for-2) to one-for-ten (1-for-10), and provided authority to the Company’s Board of Directors to select the ratio of the reverse stock split in their discretion (the “Stockholder Authority”). On February 12, 2020, the Board of Directors of the Company approved a stock split ratio of 1-for-6 (“Reverse Stock Split”) in connection with the Stockholder Authority and the Company filed a Certificate of Amendment with the Secretary of Delaware to affect the Reverse Stock Split. The Reverse Stock Split became effective at 12:01 a.m. Eastern Standard Time on February 13, 2020. The Reverse Stock Split was completed in order to allow the Company to meet the initial criteria of the NASDAQ Capital Market |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Bad debt expense | $ 11,500 | $ 2,271 |
Recovery of bad debt | $ 0 | $ 0 |
Valuation allowance percentage | 100.00% | |
Equity method investment, description | If the investments are less than 50% owned and more than 20% owned, the entities use the equity method of accounting in accordance with ASC 323-10 Investments - Equity Method and Joint Ventures. | |
Two Customers [Member] | ||
Concentration risk, percentage | 10.00% | 10.00% |
Customers One [Member] | ||
Concentration risk, percentage | 10.30% | 12.90% |
Customers Two [Member] | ||
Concentration risk, percentage | 10.80% | 11.40% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Net Income (Loss) | $ (284,428) | $ 9,038 |
Numerator for basic and diluted income available to common shareholders | $ (284,428) | $ 9,038 |
Denominator for basic income per common share - Weighted average common shares outstanding | 5,929,092 | 5,376,771 |
Dilutive effect of Common Stock Equivalents | 449,646 | |
Denominator for diluted income per common share - adjusted weighted average common shares outstanding | 5,929,092 | 5,826,417 |
Basic income (loss) per common share | $ (0.05) | $ 0 |
Diluted income (loss) per common share | $ (0.05) | $ 0 |
Short-term Debt and Related P_2
Short-term Debt and Related Parties Debt (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Oct. 31, 2019 | Feb. 28, 2019 | Aug. 31, 2018 | Feb. 28, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Apr. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2019 | Apr. 30, 2018 | Oct. 31, 2016 | Sep. 30, 2016 | |
Short-term Debt [Line Items] | |||||||||||||
Short term convertible notes payable | $ 181,500 | ||||||||||||
Debt discount unamortized | 0 | 0 | |||||||||||
Warrant strike price | $ 0.06 | ||||||||||||
Loss on extinguishment of debt | (178,500) | (7,444) | |||||||||||
Short term convertible notes payable – related parties | 140,000 | ||||||||||||
Sansur Associates, LLC [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Due to related parties | 0 | 100,000 | |||||||||||
Mr. Prashant Patel [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Due to related parties | 0 | $ 122,552 | |||||||||||
Convertible Promissory Note [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible promissory notes | $ 181,500 | ||||||||||||
Debt instrument conversion price per share | $ 3 | ||||||||||||
Debt principal and accrued interest, amount | $ 211,983 | ||||||||||||
Debt instrument conversion shares | 70,666 | ||||||||||||
Debt instrument maturity date | Apr. 30, 2018 | ||||||||||||
Related Party Convertible Promissory Notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible promissory notes | $ 250,000 | ||||||||||||
Debt instrument conversion price per share | $ 3 | ||||||||||||
Debt instrument conversion shares | 33,333 | ||||||||||||
Debt notes term | 1 year | 6 months | |||||||||||
Loss on extinguishment of debt | $ 102,000 | ||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||||||
Due to related parties | $ 100,000 | $ 150,000 | $ 61,725 | $ 61,725 | |||||||||
Debt instrument maturity date | Jul. 31, 2019 | Feb. 28, 2018 | |||||||||||
Payment for promissory note | $ 50,000 | ||||||||||||
Related Party Convertible Promissory Notes [Member] | Sansur Associates, LLC [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible promissory notes | 100,000 | ||||||||||||
Related Party Convertible Promissory Notes [Member] | Mr. Ajjarapu [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt notes term | 3 years | ||||||||||||
Interest rate | 6.00% | ||||||||||||
Payment for promissory note | $ 100,000 | ||||||||||||
Related Party Convertible Promissory Notes [Member] | Mr. Patel [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt notes term | 3 years | ||||||||||||
Interest rate | 6.00% | ||||||||||||
Payment for promissory note | $ 80,000 | ||||||||||||
Related Party Convertible Promissory Notes [Member] | Mr. Shilpa Patel [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible promissory notes | $ 40,000 | $ 40,000 | |||||||||||
Debt notes term | 1 year | ||||||||||||
Warrant purchased from common stock | 1,667 | ||||||||||||
Warrant strike price | $ 3 | ||||||||||||
Warrants term | 5 years | ||||||||||||
Loss on extinguishment of debt | $ 7,444 | ||||||||||||
Intrinsic value of beneficial conversion feature inherent to the convertible note payable and grant date value | $ 0 | ||||||||||||
Related Party Convertible Promissory Notes [Member] | Mr. Nitil Patel [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument conversion price per share | $ 3.72 | $ 3.72 | |||||||||||
Warrant purchased from common stock | 8,810 | 8,810 | |||||||||||
Warrant strike price | $ 3.72 | $ 3.72 | |||||||||||
Warrants term | 5 years | 5 years | |||||||||||
Debt instrument face amount | $ 211,725 | $ 211,725 | |||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||
Related Party Convertible Promissory Notes [Member] | Mr. Prashant Patel [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible promissory notes | $ 122,552 | ||||||||||||
Interest rate | 6.00% | ||||||||||||
Due to related parties | $ 122,552 | ||||||||||||
Debt instrument maturity date | Jul. 1, 2020 | ||||||||||||
Related Party Convertible Promissory Notes [Member] | NPR Note[Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Due to related parties | $ 80,000 | ||||||||||||
Promissory Note [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible promissory notes | 17,280 | ||||||||||||
Debt instrument conversion price per share | $ 3 | ||||||||||||
Debt principal and accrued interest, amount | $ 175,000 | ||||||||||||
Debt instrument conversion shares | 58,333 | ||||||||||||
Loss on extinguishment of debt | $ 178,500 | ||||||||||||
Promissory Notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Credit card obligations related to business expenses | $ 25,272 |
Long Term Debt (Details Narrati
Long Term Debt (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ (178,500) | $ (7,444) | ||
Long term debt related party | $ 225,000 | $ 522,552 | ||
Community Specialty Pharmacy, LLC [Member] | Related Party Promissory Note [Member] | Nikul Panchal [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Oct. 15, 2021 | |||
Proceeds from issuance of promissory note | $ 300,000 | |||
Interest rate | 10.00% | |||
Debt instrument conversion amount | $ 75,000 | |||
Debt instrument conversion shares | 25,000 | |||
Debt instrument conversion price per share | $ 3 | |||
Loss on extinguishment of debt | $ 76,500 |
Long Term Debt - Schedule of Fu
Long Term Debt - Schedule of Future Maturities of Long-term Debt (Details) | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
Due in 2020 | |
Due in 2021 | 225,000 |
Due in 2022 | |
Due in 2023 | |
Total Debt | $ 225,000 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | Oct. 23, 2019 | Sep. 30, 2019 | Jul. 10, 2019 | Oct. 31, 2019 | May 31, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Jul. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 01, 2019 |
Class of Stock [Line Items] | ||||||||||||
Warrants to purchase common stock | 2,778 | |||||||||||
Warrant exercise price | $ 0.06 | |||||||||||
Number of warrants exercised for cash | $ 166 | |||||||||||
Number of common shares issued for warrants exercised | 2,778 | |||||||||||
Number of options, granted | 84,178 | 84,178 | 84,178 | 93,407 | ||||||||
Exercise price of options granted | $ 2.64 | $ 2.46 | $ 2.57 | $ 3 | ||||||||
Option term | 10 years | 10 years | 6 years 9 months 14 days | 6 years 11 months 15 days | ||||||||
Proceeds from issuance of common stock | $ 2,455,000 | $ 800,000 | ||||||||||
Loss on extinguishment of debt | (178,500) | (7,444) | ||||||||||
Fair value of restricted common stock | $ 2,455,000 | $ 800,000 | ||||||||||
Gary Augusta [Member] | Vest on April 1, 2020 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants to purchase common stock | 25,000 | |||||||||||
Gary Augusta [Member] | Vest on April 1, 2021 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants to purchase common stock | 25,000 | |||||||||||
Flacane Advisors, Inc [Member] | Gary Augusta [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants to purchase common stock | 50,000 | |||||||||||
Warrant exercise price | $ 0.06 | |||||||||||
Warrants term | 5 years | |||||||||||
Minimum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Option vested period | 4 years | 4 years | 4 years | |||||||||
Stock issued during period | 378,888 | |||||||||||
Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Option vested period | 5 years | 5 years | 5 years | |||||||||
Stock issued during period | 2,462,773 | |||||||||||
Convertible Promissory Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible promissory notes | $ 181,500 | |||||||||||
Debt instrument conversion price per share | $ 3 | |||||||||||
Debt principal and accrued interest, amount | $ 211,983 | |||||||||||
Debt instrument conversion shares | 70,666 | |||||||||||
Promissory Note [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible promissory notes | $ 17,280 | |||||||||||
Debt instrument conversion price per share | $ 3 | |||||||||||
Debt principal and accrued interest, amount | $ 175,000 | |||||||||||
Debt instrument conversion shares | 58,333 | |||||||||||
Loss on extinguishment of debt | $ 178,500 | |||||||||||
Promissory Note [Member] | Restricted Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued during period | 41,667 | |||||||||||
Fair value of restricted common stock | $ 277,500 | |||||||||||
Private Offer Memorandum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock sold for cash, shares | 166,667 | 50,000 | ||||||||||
Common stock issued for cash | $ 500,000 | $ 300,000 | ||||||||||
Sale of stock price per share | $ 3 | $ 6 | ||||||||||
Warrants to purchase common stock | 26,923 | |||||||||||
Warrant exercise price | $ 0.06 | |||||||||||
Warrants term | 5 years | |||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Certain Accredited Investor [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued during period | 485,000 | 333,333 | ||||||||||
Shares issued price per share | $ 3 | $ 3 | ||||||||||
Proceeds from issuance of common stock | $ 1,455,000 | $ 1,000,000 | ||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Gary Augusta [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued during period | 166,667 | |||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Nitesh Patel [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued during period | 6,667 | |||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Shilpa Patel [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued during period | 3,333 |
Warrants (Details Narrative)
Warrants (Details Narrative) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2019 | |
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock | 2,778 | ||
Number of warrants granted | 50,000 | 96,176 | |
Number of warrants exercised | 2,778 | ||
Number of warrants forfeited | 2,778 | 72,501 | |
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock | 2,778 | 26,923 | |
Number of warrants granted for renewal of convertible debt | 1,667 | ||
Number of warrants granted | 50,000 | 67,585 | |
Number of warrants exercised | 2,778 | ||
Number of warrants forfeited | (2,778) | 72,501 |
Warrants - Summary of Assumptio
Warrants - Summary of Assumptions Used to Estimate Fair Value of Warrants Granted (Details) | Dec. 31, 2019 | Dec. 31, 2018 |
Expected Dividend Yield [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Weighted-average Expected Volatility [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 2.17 | |
Weighted-average Expected Volatility [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 2.31 | |
Weighted-average Expected Volatility [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 6.32 | |
Weighted-average Risk-free Interest Rate [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 2.75 | |
Weighted-average Risk-free Interest Rate [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.0255 | |
Weighted-average Risk-free Interest Rate [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.0275 | |
Expected Life of Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, term | 5 years | |
Expected Life of Warrants [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, term | 5 years | |
Expected Life of Warrants [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, term | 8 years |
Warrants - Schedule of Outstand
Warrants - Schedule of Outstanding and Exercisable Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Number of Outstanding Shares, Warrants Outstanding Beginning | 480,036 | 456,361 |
Number of Outstanding Shares, Warrants Granted | 50,000 | 96,176 |
Number of Outstanding Shares, Warrants Forfeited | (2,778) | (72,501) |
Number of Outstanding Shares, Warrants Exercised | (2,778) | |
Number of Outstanding Shares, Warrants Outstanding Ending | 524,480 | 480,036 |
Weighted Average Exercise Price, Outstanding Beginning | $ 0.46 | $ 0.24 |
Weighted Average Exercise Price, Warrants Granted | 0.06 | 0.11 |
Weighted Average Exercise Price, Warrants Forfeited | 0.06 | 6 |
Weighted Average Exercise Price, Warrants Exercised | 0.06 | |
Weighted Average Exercise Price, Outstanding Ending | $ 0.42 | $ 0.46 |
Contractual Life Warrants Outstanding, Beginning | 3 years 6 months 21 days | 3 years 3 months 11 days |
Contractual Life Warrants Outstanding, Granted | 5 years 4 days | 7 years 1 month 9 days |
Contractual Life Warrants Outstanding, Forfeited | 0 years | 0 years |
Contractual Life Warrants Outstanding, Exercised | 0 years | 0 years |
Contractual Life Warrants Outstanding Ending | 2 years 4 months 20 days | 3 years 6 months 21 days |
Aggregate Intrinsic Value Outstanding Beginning | $ 782,393 | $ 937,567 |
Aggregate Intrinsic Value Outstanding Ending | $ 3,273,897 | $ 782,393 |
Options (Details Narrative)
Options (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2019 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options, Granted | 84,178 | 84,178 | 84,178 | 93,407 |
Stock option term | 10 years | |||
Stock option expire date | Apr. 30, 2029 | |||
Fair value of the options granted | $ 220,975 | $ 278,358 | ||
Stock options, compensation cost | 176,376 | $ 169,828 | ||
Unrecognized compensation costs | $ 198,558 | |||
Unrecognized compensation costs, weighted average period | 4 years 2 months 23 days | |||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options, vested period | 4 years | 4 years | 4 years | |
Stock option exercised price shares | 2.46 | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options, vested period | 5 years | 5 years | 5 years | |
Stock option exercised price shares | 3 | |||
Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options, Granted | 84,178 | 93,407 | ||
Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options, vested period | 5 years | |||
Number of Options, Granted | 1,333,333 | |||
Stock options, description | All options may be exercised for a period up to four and a half years following the grant date, after which they expire. |
Options - Schedule of Estimate
Options - Schedule of Estimate Fair Value of Stock Options (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Weighted-average expected volatility, minimum | 209.00% | 192.00% |
Weighted-average expected volatility, maximum | 250.00% | 265.00% |
Weighted-average risk-free interest rate, minimum | 2.08% | 2.08% |
Weighted-average risk-free interest rate, maximum | 2.55% | 2.73% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options | 4 years | 4 years |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options | 5 years | 5 years |
Options - Schedule of Stock Opt
Options - Schedule of Stock Option Activity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2019 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||||
Number of Options Outstanding, Beginning Balance | 288,825 | 199,652 | ||
Number of Options Exercisable, Beginning Balance | 184,543 | 97,333 | ||
Number of Options, Granted | 84,178 | 84,178 | 84,178 | 93,407 |
Number of Options, Forfeited | (13,703) | (4,234) | ||
Number of Options, Expired | (12,302) | |||
Number of Options Outstanding, Ending Balance | 346,998 | 288,825 | ||
Number of Options Exercisable, Ending Balance | 207,485 | 184,543 | ||
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 7.14 | $ 5.52 | ||
Weighted Average Exercise Price Exercisable, Beginning Balance | 5.76 | 6.30 | ||
Weighted Average Exercise Price, Granted | $ 2.64 | $ 2.46 | 2.57 | 3 |
Weighted Average Exercise Price, Forfeited | 5.73 | 2.79 | ||
Weighted Average Exercise Price, Expired | 3.34 | |||
Weighted Average Exercise Price Outstanding, Ending Balance | 4.39 | 7.14 | ||
Weighted Average Exercise Price Exercisable, Ending Balance | $ 5.29 | $ 5.76 | ||
Contractual Life in Years Outstanding, Beginning Balance | 10 years | 10 years | 6 years 9 months 14 days | 6 years 11 months 15 days |
Contractual Life in Years Exercisable, Beginning Balance | 5 years 11 days | 6 years 3 months 19 days | ||
Contractual Life in Years, Granted | 9 years 4 months 6 days | 9 years 3 months 4 days | ||
Contractual Life in Years, Forfeited | 4 years 7 months 17 days | 9 years 22 days | ||
Contractual Life in Years, Expired | 8 years 2 months 23 days | 0 years | ||
Contractual Life in Years Outstanding, Ending Balance | 6 years 9 months 7 days | 6 years 9 months 14 days | ||
Contractual Life in Years Exercisable, Ending Balance | 5 years 6 months 10 days | 5 years 11 days | ||
Intrinsic Value Outstanding, Beginning Balance | ||||
Intrinsic Value Exercisable, Beginning Balance | ||||
Intrinsic Value Outstanding, Ending Balance | 817,220 | |||
Intrinsic Value Exercisable, Ending Balance | $ 312,338 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal corporate income tax rate | 21.00% |
Income tax, description | On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the "Tax Act") was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate ("Federal Tax Rate") from 35% to 21% effective January 1, 2018. |
Net operating loss carry forwards | $ 5,400,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Federal loss carry forwards | $ 1,135,810 | $ 922,850 |
Less: valuation allowance | (1,135,810) | (922,850) |
Deferred tax assets |
Contingencies (Details Narrativ
Contingencies (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Jan. 31, 2020USD ($) | |
Compensatory Damages [Member] | |
Complaint seeks | $ 425,000 |
Punitive Damages [Member] | |
Complaint seeks | $ 1,275,000 |
Leases (Details Narrative)
Leases (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($)Integer | |
Leases [Abstract] | |
Operating leases units | Integer | 2 |
Operating lease amortization of right of use lease assets | $ 89,731 |
Operating lease amortization of liabilities | $ 74,630 |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | ||
Initial Recognition of Right to use assets at January 1, 2019 | $ 757,710 | |
Lease 1 [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Initial Lease Term | December 2017 to December 2021 | |
Renewal Term | January 2021 to December 2024 | |
Initial Recognition of Right to use assets at January 1, 2019 | $ 534,140 | |
Incremental Borrowing Rate | 10.00% | |
Lease 2 [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Initial Lease Term | November 2018 to November 2023 | |
Renewal Term | November 2023 to November 2028 | |
Initial Recognition of Right to use assets at January 1, 2019 | $ 313,301 | |
Incremental Borrowing Rate | 10.00% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments for Operating Lease Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2020 | $ 160,709 | |
2021 | 165,506 | |
2022 | 170,473 | |
2023 | 175,607 | |
2024 | 180,875 | |
Thereafter | 214,444 | |
Total minimum lease payments | 1,067,614 | |
Less: effect of discounting | (294,803) | |
Present value of future minimum lease payments | 772,811 | |
Less: current obligations under leases | 87,350 | |
Long-term lease obligations | $ 685,461 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Business Interests Into Reportable Segments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 7,436,264 | $ 3,831,778 |
Gross Profit | 4,870,764 | 3,382,729 |
Segment Assets | 5,571,494 | 2,227,587 |
Segment Profit/Loss | (284,428) | 9,038 |
Trxade, Inc. [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 4,527,740 | 3,407,822 |
Gross Profit | 4,527,740 | 3,407,822 |
Segment Assets | 1,843,970 | 822,412 |
Segment Profit/Loss | 2,440,375 | 1,370,820 |
Community Specialty Pharmacy, LLC [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,888,086 | 395,418 |
Gross Profit | 205,334 | (34,971) |
Segment Assets | 188,296 | 67,805 |
Segment Profit/Loss | (133,648) | (116,587) |
Integra Pharma, LLC [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,020,438 | 28,538 |
Gross Profit | 137,690 | 9,878 |
Segment Assets | 3,167,354 | 97,497 |
Segment Profit/Loss | (171,640) | (176,150) |
Unallocated [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Gross Profit | ||
Segment Assets | 3,167,354 | 1,239,873 |
Segment Profit/Loss | $ (2,419,515) | $ (1,069,045) |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | Oct. 15, 2018 | Dec. 31, 2019 | Feb. 28, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Equity method investment ownership percentage | 100.00% | |||
Warrants to purchase common stock | 2,778 | |||
Warrant strike price | $ 0.06 | |||
Goodwill | $ 725,973 | $ 725,973 | ||
Community Specialty Pharmacy, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Equity method investment ownership percentage | 100.00% | |||
Purchase price, cash | $ 300,000 | |||
Promissory note issued | $ 300,000 | |||
Warrants to purchase common stock | 67,585 | |||
Warrant term | 8 years | |||
Warrant strike price | $ 0.06 | |||
Exercise restrictions lapse period | 3 years | |||
Goodwill | $ 725,973 | |||
Total purchase price | 770,291 | |||
Fair value of warrants issued | $ 170,291 |
Business Combination - Schedule
Business Combination - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Oct. 15, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 725,973 | $ 725,973 | |
Community Specialty Pharmacy, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Purchase Price | $ 770,291 | ||
Cash | (49,728) | ||
Accounts Receivable | (114,899) | ||
Inventory | (76,156) | ||
Prepaid | (3,000) | ||
Accounts Payable | 199,312 | ||
Accrued Expenses | 153 | ||
Goodwill | $ 725,973 |
Business Combination - Schedu_2
Business Combination - Schedule of Unaudited Pro Forma Statements of Operations (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | |
Revenue | $ 5,823,996 |
Net Income (Loss) | $ 118,903 |
Net Income per common share - basic | $ / shares | $ 0.02 |
Net Income per common share - diluted | $ / shares | $ 0.02 |
Weighted average common shares - basic | shares | 5,376,771 |
Weighted average common shares - diluted | shares | 5,826,417 |
Trxade [Member] | |
Business Acquisition [Line Items] | |
Revenue | $ 3,436,360 |
Net Income (Loss) | $ 125,626 |
Net Income per common share - basic | $ / shares | $ 0.02 |
Net Income per common share - diluted | $ / shares | $ 0.02 |
Weighted average common shares - basic | shares | 5,376,771 |
Weighted average common shares - diluted | shares | 5,826,417 |
Community Specialty Pharmacy, LLC [Member] | |
Business Acquisition [Line Items] | |
Revenue | $ 2,387,636 |
Net Income (Loss) | $ (6,723) |
Equity Method Investment (Detai
Equity Method Investment (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2019 | Jan. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2020 | Nov. 01, 2019 | Aug. 01, 2019 | May 01, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Payment to acquire equity interest | $ 250,000 | ||||||||
Equity method investment ownership percentage | 100.00% | ||||||||
Investment loss recognized | $ 250,000 | ||||||||
Minimum [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Stock issued during period | 378,888 | ||||||||
Maximum [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Stock issued during period | 2,462,773 | ||||||||
SyncHealth MSO, LLC [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investment ownership percentage | 7.00% | 6.00% | 6.00% | ||||||
Alliance Pharma Solution, LLC [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Payment to acquire equity interest | $ 40,000 | $ 250,000 | $ 210,000 | ||||||
Equity method investment ownership percentage | 30.00% | ||||||||
Alliance Pharma Solution, LLC [Member] | SyncHealth MSO, LLC [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investment ownership percentage | 30.00% | 30.00% | |||||||
PanOptic Health, LLC [Member] | SyncHealth MSO, LLC [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investment ownership percentage | 70.00% | ||||||||
PanOptic Health, LLC [Member] | SyncHealth MSO, LLC [Member] | Subsequent Event [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investment ownership percentage | 30.00% | ||||||||
SyncHealth MSO, LLC [Member] | Subsequent Event [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investment ownership percentage | 51.00% |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) | Oct. 23, 2019USD ($)Integershares | Mar. 25, 2020USD ($) | Dec. 31, 2019shares |
Maximum [Member] | |||
Shares issued during the period | 2,462,773 | ||
Bonum Health, LLC [Member] | |||
Number of restricted stock | 41,667 | ||
Bonum Health, LLC [Member] | Subsequent Event [Member] | |||
Wrote off value for assets | $ | $ 369,000 | ||
Bonum Health, LLC [Member] | Asset Purchase Agreement [Member] | |||
Agreement non-compete requirement term | 3 years | ||
Minimal claim amount | $ | $ 25,000 | ||
Bonum Health, LLC [Member] | Maximum [Member] | Asset Purchase Agreement [Member] | |||
Amount for installation and milestone payments | $ | $ 600,000 | ||
Bonum Health, LLC [Member] | APA Shares [Member] | 40 In-Store Wellness Kiosks [Member] | |||
Shares issued during the period | 40,000 | ||
Number of in-store wellness kiosks | Integer | 40 | ||
Bonum Health, LLC [Member] | APA Shares [Member] | 70 In-Store Wellness Kiosks [Member] | |||
Shares issued during the period | 34,167 | ||
Number of in-store wellness kiosks | Integer | 70 | ||
Bonum Health, LLC [Member] | APA Shares [Member] | 100 In-Store Wellness Kiosks [Member] | |||
Shares issued during the period | 34,167 | ||
Number of in-store wellness kiosks | Integer | 100 | ||
Bonum Health, LLC [Member] | APA Shares [Member] | Maximum [Member] | |||
Number of restricted stock | 108,334 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 21, 2020 | Feb. 13, 2020 | Mar. 25, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | May 31, 2019 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2019 |
Subsequent Event [Line Items] | ||||||||||
Warrants to purchase common stock | 2,778 | |||||||||
Warrants exercise price | $ 0.06 | |||||||||
Stock option granted common stock | 84,178 | 84,178 | 84,178 | 93,407 | ||||||
Exercise price of options granted | $ 2.64 | $ 2.46 | $ 2.57 | $ 3 | ||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Options to purchased additional of common stock | 167 | |||||||||
Warrants to purchase common stock | 22,529 | |||||||||
Warrants exercise price | $ 0.06 | |||||||||
Common stock exercised, shares | 22,529 | |||||||||
Stock option granted common stock | 501 | |||||||||
Exercise price of options granted | $ 3 | |||||||||
Common stock exercised, value | $ 167 | |||||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock option granted common stock | 30,343 | |||||||||
Exercise price of options granted | $ 0.01 | |||||||||
Vesting period description | Vesting in August 2020 | |||||||||
Subsequent Event [Member] | Underwriting Agreement [Member] | Dawson James Securities, Inc. [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of common stock, shares | 806,452 | |||||||||
Options to purchased additional of common stock | 115,767 | |||||||||
Sale of public offering price | $ 6.50 | |||||||||
Percentage for cash fees | 8.00% | |||||||||
Proceeds from public offering | $ 5,300,000 | |||||||||
Subsequent Event [Member] | Financial Consulting Agreement [Member] | Consultant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares issued, value, share-based payment arrangement, granted | $ 75,000 | |||||||||
Warrants to purchase common stock | 5,000 | |||||||||
Warrants exercise price | $ 3 |