Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | TRXADE GROUP, INC. | |
Entity Central Index Key | 0001382574 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | 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 Common Stock, Shares Outstanding | 7,702,335 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 7,701,305 | $ 2,871,694 |
Accounts Receivable, net | 877,097 | 792,050 |
Inventory | 368,401 | 56,761 |
Prepaid Assets | 267,375 | 82,452 |
Deposits for Inventory purchases | 580,800 | |
Total Current Assets | 9,794,978 | 3,802,957 |
Property Plant and Equipment, Net | 197,242 | 174,987 |
Other Assets | ||
Deposits | 21,636 | 21,636 |
Deferred Offering Costs | 88,231 | |
Right of use leased assets | 734,075 | 757,710 |
Goodwill | 725,973 | 725,973 |
Total Assets | 11,473,904 | 5,571,494 |
Current Liabilities | ||
Accounts Payable | 320,238 | 334,614 |
Accrued Liabilities | 233,560 | 98,852 |
Current Portion Lease Liabilities | 90,759 | 87,350 |
Customer Deposits | 305,972 | |
Total Current Liabilities | 950,529 | 520,816 |
Long Term Liabilities | ||
Notes Payable - Related Parties | 225,000 | 225,000 |
Other Long-term Liabilities - Leases | 661,078 | 685,461 |
Total Liabilities | 1,836,607 | 1,431,277 |
Shareholders' Equity | ||
Series A Preferred Stock, $0.00001 par value; 10,000,000 shares authorized; none issued and outstanding as of March 31, 2020 and December 31, 2019, respectfully | ||
Common Stock, $0.00001 par value; 100,000,000 shares authorized; 7,484,370 and 6,539,415 shares issued and outstanding, as of March 31, 2020 and December 31, 2019, respectively | 75 | 65 |
Additional Paid-in Capital | 17,852,422 | 12,535,655 |
Retained Deficit | (8,215,200) | (8,395,503) |
Total Shareholders' Equity | 9,637,297 | 4,140,217 |
Total Liabilities and Shareholders' Equity | $ 11,473,904 | $ 5,571,494 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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 | 7,484,370 | 6,539,415 |
Common stock, shares outstanding | 7,484,370 | 6,539,415 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 2,203,320 | $ 1,512,521 |
Cost of Sales | 563,184 | 365,839 |
Gross Profit | 1,640,136 | 1,146,682 |
Operating Expenses | ||
General and Administrative | 1,451,909 | 974,923 |
Operating Income | 188,227 | 171,759 |
Share in Equity Loss Investment | (28,972) | |
Interest Expense, net | (7,924) | (17,558) |
Net Income | $ 180,303 | $ 125,229 |
Net Income per Common Share - Basic: | $ 0.03 | $ 0.02 |
Net Income per Common Share - Diluted: | $ 0.02 | $ 0.02 |
Weighted average Common Shares Outstanding Basic | 6,971,427 | 5,560,695 |
Weighted average Common Shares Outstanding Diluted | 7,423,669 | 5,998,056 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
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 convertible debt and accrued interest | $ 1 | 211,982 | 211,983 | ||
Common Stock issued for convertible debt and accrued interest, shares | 70,666 | ||||
Warrants Exercised for Cash | 166 | 166 | |||
Warrants Exercised for Cash, shares | 2,778 | ||||
Warrant Expense | |||||
Options Expense | 35,979 | 35,979 | |||
Net Income/Loss | 125,229 | 125,229 | |||
Balance at Mar. 31, 2019 | $ 56 | 9,203,815 | (7,985,846) | 1,218,025 | |
Balance, shares at Mar. 31, 2019 | 5,621,082 | ||||
Balance at Dec. 31, 2019 | $ 65 | 12,535,655 | (8,395,503) | 4,140,217 | |
Balance, shares at Dec. 31, 2019 | 6,539,415 | ||||
Warrants Exercised for Cash | 1,352 | 1,352 | |||
Warrants Exercised for Cash, shares | 22,529 | ||||
Common Stock issued from offering | $ 10 | 5,994,414 | 5,994,424 | ||
Common Stock issued from offering, shares | 922,219 | ||||
Fractional shares issued due to reverse split | |||||
Fractional shares issued due to reverse split, shares | 40 | ||||
Stock Issuance Costs | (820,586) | (820,586) | |||
Options Exercised for Cash | 501 | $ 501 | |||
Options Exercised for Cash, shares | 167 | 167 | |||
Warrant Expense | 79,089 | $ 79,089 | |||
Options Expense | 61,997 | 61,997 | |||
Net Income/Loss | 180,303 | 180,303 | |||
Balance at Mar. 31, 2020 | $ 75 | $ 17,852,422 | $ (8,215,200) | $ 9,637,297 | |
Balance, shares at Mar. 31, 2020 | 7,484,370 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Operating Activities: | |||
Net Income | $ 180,303 | $ 125,229 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Depreciation Expense | 1,250 | 1,250 | |
Options expense | 61,997 | 35,979 | |
Warrant Expense | 79,089 | ||
Bad Debt Expense | 9,000 | ||
Share in Equity Losses in Investment | 28,972 | ||
Amortization of right to use asset | 23,635 | 21,744 | |
Changes in operating assets and liabilities: | |||
Accounts Receivable | (94,047) | (295,169) | |
Prepaid Assets and other Current Assets | (184,923) | (84,621) | |
Inventory | (311,640) | 17,743 | |
Deposits for Inventory purchases | (580,800) | ||
Lease Liability | (20,974) | (17,913) | |
Accounts Payable | (14,376) | 11,222 | |
Customer Deposits | 305,972 | ||
Accrued Liabilities and Other Liabilities | 134,708 | 29,770 | |
Net Cash (used in) operating activities | (410,806) | (125,794) | |
Investing Activities: | |||
Purchase of Fixed Assets | (23,505) | ||
Purchase of equity method investment | (210,000) | $ (250,000) | |
Net cash Used in Investing activities | (23,505) | (210,000) | |
Financing Activities: | |||
Payment of Stock Issuance Costs | (732,355) | ||
Proceeds from exercise of Warrants | 1,352 | 166 | |
Proceeds from exercise of Stock Options | 501 | ||
Proceeds from Issuance of Common Stock | 5,994,424 | ||
Net Cash provided by financing activities | 5,263,922 | 166 | |
Net increase (decrease) in Cash | 4,829,611 | (335,628) | |
Cash at Beginning of the Year | 2,871,694 | 869,557 | 869,557 |
Cash at March 31, 2020 and 2019 | 7,701,305 | 533,929 | $ 2,871,694 |
Supplemental Cash Flow Information | |||
Cash Paid for Interest | 2,348 | 1,704 | |
Cash Paid for Income Taxes | |||
Non-Cash Transactions | |||
Common Stock Issued for Conversion of Note and Accrued Interest | 211,983 | ||
ROU assets and operating lease obligations recognized | 847,441 | ||
Equity Method Investment recorded to accrued liabilities | $ 40,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION 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 an innovative pharmacy model which offers home delivery services to patients 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 during January 2019, which investment was divested in February 2020. 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 these financial statements, have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. Basis of Presentation In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended December 31, 2019 as reported in the Company’s Annual Report on Form 10-K have been omitted. Income Per Common Share The following table sets forth the computation of basic and diluted Income per Share: For three months ended March 31, 2020 2019 Numerator: Net Income $ 180,303 $ 125,229 Numerator for basic and diluted EPS - income available to common Shareholders 180,303 $ 125,229 Denominator: Denominator for basic EPS – Weighted average shares 6,971,427 5,560,695 Dilutive Effect of Warrants, Options and Convertible Debt 452,242 437,361 Denominator for diluted EPS – adjusted Weighted average shares and assumed Conversions 7,423,669 5,998,056 Basic income per common share $ 0.03 $ 0.02 Diluted income per common share $ 0.02 $ 0.02 |
Long Term Debt - Related Partie
Long Term Debt - Related Parties | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long Term Debt - Related Parties | NOTE 2– LONG TERM DEBT – RELATED PARTIES 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. The outstanding balance at March 31, 2020 is $225,000. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 3 – SHAREHOLDERS’ EQUITY 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. On February 13, 2020, we entered into an underwriting agreement (the “ Underwriting Agreement Representative Offering Closing Date The Company received proceeds of approximately $5.99 million from the Offering. 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 total costs of the Offering were $820,586,including $88,213 paid in prior year, which was in deferred offering cost as of December 31, 2019. The net proceeds of the Offering were approximately $5.17 million. 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 September 2019, the Company entered into a financial consulting agreement. As compensation, the Company agreed to pay the consultant $15,000 over six months and to grant the consultant warrants to purchase 5,000 shares of common stock with an exercise price of $0.06 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 by a related party. In March 2020, 167 options to purchase 167 shares of common stock were exercised at $3.00 per share or $501 in proceeds. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 4 - WARRANTS For the three month period ended March 31, 2020, warrants to purchase 22,529 shares of common stock were exercised for proceeds of $1,352, and none were granted or forfeited. See “Note 3 – Shareholders’ Equity”. The compensation cost related to the warrants granted in prior year was $79,089 and $0 for the three months ended March 31, 2020 and 2019. The Company’s outstanding and exercisable warrants as of March 31, 2020 are presented below: Number Outstanding Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Warrants Outstanding as of December 31, 2019 524,480 $ 0.42 2.39 $ 3,273,897 Warrants granted - $ - - - Warrants forfeited - - - - Warrants exercised (22,529 ) $ 0.06 - - Warrants Outstanding as of March 31, 2020 501,951 $ 0.44 2.36 $ 2,693,397 |
Options
Options | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Options | NOTE 5 – OPTIONS The Company maintains stock option plans under which certain employees are awarded option grants based on a combination of performance and tenure. The stock option plans provide for the grant of up to 1,333,333 shares. For the three month period ended March 31, 2020, 16,667 options were issued, none were forfeited or expired and options to purchase 167 shares of common stock were exercised. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of the grant. The following table summarizes the assumptions used to estimate the fair value of the stock options granted during the quarter ended March 31, 2020. 2020 Expected dividend yield 0% Weighted-average expected volatility 133-226% Weighted-average risk-free interest rate 0.25% Expected life of options 10 years Total compensation cost related to stock options granted in the current quarter and prior years was $61,997 and $35,979 for the three months ended March 31, 2020 and 2019, respectively. The following table represents stock option activity for the three month period ended March 31, 2020: Number Outstanding Weighted Average Exercise Price Contractual Life in Years Intrinsic Value 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 Options granted 16,667 $ 7.50 9.64 - Options forfeited - $ - - - Options expired - $ - - - Options exercised 167 $ 3.00 8.01 - Options Outstanding as of March 31, 2020 363,498 $ 4.53 6.67 $ 557,589 Options Exercisable as of March 31, 2020 216,536 $ 5.32 5.36 $ 184,039 |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | NOTE 6 – 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. The Company has filed a motion to dismiss this lawsuit and a hearing was scheduled for March 2020, however, because of the COVID-19 outbreak, the hearing was postponed until further notice from the court. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | NOTE 7 – LEASES The Company elected the practical expedient under ASU 2018-11 “ Leases: Targeted Improvements Lease 1 Lease 2 Initial Lease Term December 2017 to January 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 March 31, 2020. Amounts due within twelve months of March 31 2020 $ 161,906 2021 166,745 2022 171,756 2023 176,922 2024 149,067 Thereafter 201,097 Total minimum lease payments 1,027,493 Less: effect of discounting (275,656 ) Present value of future minimum lease payments 751,837 Less: current obligations under leases 90,759 Long-term lease obligations $ 661,078 For the three months ended March 31, 2020 and 2019, amortization of assets was $23,635 and $21,744, respectively. For the three months ended March 31, 2020 and 2019, operating lease liabilities paid was $20,974 and $17,913, respectively. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 8 – 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. Three Months Ended March 31, 2020 Trxade, Inc. Community Specialty Pharmacy, LLC Integra Pharma, LLC Other Total Revenue $ 1,519,907 $ 432,929 $ 245,016 $ 5,468 $ 2,203,320 Gross Profit $ 1,519,907 $ 36,108 $ 78,653 $ 5,468 $ 1,640,136 Segment Assets $ 2,055,429 $ 280,514 $ 1,817,170 $ 7,320,791 $ 11,473,904 Segment Profit (Loss) $ 972,993 $ (41,245 ) $ (28,883 ) $ (722,562 ) $ 180,303 Three Months Ended March 31, 2019 Trxade, Inc. Community Specialty Pharmacy, LLC Integra Pharma, LLC Other Total Revenue $ 1,043,810 $ 442,423 $ 26,288 $ - $ 1,512,521 Gross Profit $ 1,043,810 $ 95,559 $ 7,313 $ - $ 1,146,682 Segment Assets $ 1,474,690 $ 186,496 $ 379,476 $ 1,258,819 $ 3,299,481 Segment Profit (Loss) $ 542,151 $ (6,797 ) $ (71,734 ) $ (338,391 ) $ 125,229 |
Equity Method Investment
Equity Method Investment | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | NOTE 9 – EQUITY METHOD INVESTMENT In January 2019, the Company, through its wholly-owned subsidiary Alliance Pharma Solution, LLC (“ Alliance SyncHealth PanOptic |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS Return of Inventory Deposits In April 2020, $295,800 of inventory deposits were returned to the Company as the providers were out of stock of the specific product ordered. U. S Small Business Association’s Economic Injury Disaster Loan In April 2020, the Company received $10,000 as part of the U.S. Small Business Association’s Economic Injury Disaster Loan program, which provides vital economic support to small businesses to help overcome the temporary loss of revenue they are experiencing as a result of the COVID-19 pandemic. The Company is in the process of returning the money to the Small Business Administration as of the date of this report. Options Granted In April 2020, the Company granted options to purchase 30,353 shares of common stock at an exercise price of $0.06 per share, vesting in August 2020, to a consultant who agreed to provide consulting services for a period of 12 months. 2019 Chief Executive Officer and President Bonuses On April 14, 2020, the Board of Directors (the “ Board Plan 2020 Equity Compensation Awards Also on April 14, 2020, the Compensation Committee approved the grant of options to purchase an aggregate of 31,750 shares of our common stock to certain employees of the Company, in consideration for services to be rendered by such individuals through 2024. The options vest at the rate of 1/4th of such options per year, on the first, second, third and fourth anniversaries of the grant date, subject to such option holders continuing to provide services to the Company on such dates, subject to the terms of the Plan and the option agreements entered into to evidence such grants. The options were granted pursuant to, and are subject to the Plan, and have a term of five years from the grant date. The options have an exercise price of $6.12 per share, the closing price of the Company’s common stock on the date of the grant of such options. On the same date, the Board of Directors approved the grant of (a) 5,000 shares of restricted common stock to the Company’s legal counsel; and (b) 12,500 shares of restricted common stock to Howard A. Doss, the Company’s Chief Financial Officer, which shares are subject to forfeiture and vest at the rate of 1/4th of such shares on July 1 and October 1, 2020 and January 1 and April 1, 2021, subject to such persons continuing to provide services to the Company on such dates, subject to the terms of the Plan and the Restricted Stock Grant Agreements entered into to evidence such awards. Independent Director Compensation Plan On April 14, 2020, the Board of Directors approved an independent director compensation policy (the “ Policy Additionally, each independent member of the Board of Directors is to receive an annual grant of restricted common stock of the Company equal to $55,000 in value, on April 1st of each year, and valued on such same date, based on the closing sales price on such date (or the first business day thereafter), which restricted stock awards will vest at the rate of 1/4th of such awards over the following four calendar quarters, subject to such directors continued service to the Company. In connection with and pursuant to the compensation plan, the three independent members of the Board of Directors (Mr. Donald G. Fell, Dr. Pamela Tenaerts, and Mr. Michael L. Peterson), were awarded 8,987 shares of restricted stock, which vest at the rate of 1/4th of such shares on July 1 and October 1, 2020 and January 1 and April 1, 2021, subject to such persons continuing to provide services to the Company on such dates, subject to the terms of the Plan and the Restricted Stock Grant Agreements entered into to evidence such awards. Employment Agreement with Suren Ajjarapu, Chief Executive Officer Effective on April 14, 2020, we entered into a new employment agreement with Mr. Suren Ajjarapu, our Chief Executive Officer, which replaced and superseded his prior employment agreement with the Company. The agreement, which provides for Mr. Ajjarapu to serve as our Chief Executive Officer, has a term extending through December 31, 2025, provided that the agreement automatically extends for additional one year terms thereafter in the event neither party provides the other at least 60 days prior notice of their intention not to renew the terms of the agreement. The agreement also requires the Board, subject to certain exceptions, to nominate Mr. Ajjarapu to serve on the Board at each stockholders’ meeting which occurs during the term of the agreement and to serve as the Chairman of the Board. Pursuant to the terms of the agreement, Mr. Ajjarapu’s annual compensation package includes (1) a base salary of $300,000 per year, subject to annual increases as determined in the sole discretion of the Compensation Committee (the “ Base Salar Performance Metrics 2020 Restricted Stock |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Basic and Dilutive Income Per Share | The following table sets forth the computation of basic and diluted Income per Share: For three months ended March 31, 2020 2019 Numerator: Net Income $ 180,303 $ 125,229 Numerator for basic and diluted EPS - income available to common Shareholders 180,303 $ 125,229 Denominator: Denominator for basic EPS – Weighted average shares 6,971,427 5,560,695 Dilutive Effect of Warrants, Options and Convertible Debt 452,242 437,361 Denominator for diluted EPS – adjusted Weighted average shares and assumed Conversions 7,423,669 5,998,056 Basic income per common share $ 0.03 $ 0.02 Diluted income per common share $ 0.02 $ 0.02 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Outstanding and Exercisable Warrants | The Company’s outstanding and exercisable warrants as of March 31, 2020 are presented below: Number Outstanding Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Warrants Outstanding as of December 31, 2019 524,480 $ 0.42 2.39 $ 3,273,897 Warrants granted - $ - - - Warrants forfeited - - - - Warrants exercised (22,529 ) $ 0.06 - - Warrants Outstanding as of March 31, 2020 501,951 $ 0.44 2.36 $ 2,693,397 |
Options (Tables)
Options (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Estimate Fair Value of Stock Options | The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of the grant. The following table summarizes the assumptions used to estimate the fair value of the stock options granted during the quarter ended March 31, 2020. 2020 Expected dividend yield 0% Weighted-average expected volatility 133-226% Weighted-average risk-free interest rate 0.25% Expected life of options 10 years |
Schedule of Stock Option Activity | The following table represents stock option activity for the three month period ended March 31, 2020: Number Outstanding Weighted Average Exercise Price Contractual Life in Years Intrinsic Value 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 Options granted 16,667 $ 7.50 9.64 - Options forfeited - $ - - - Options expired - $ - - - Options exercised 167 $ 3.00 8.01 - Options Outstanding as of March 31, 2020 363,498 $ 4.53 6.67 $ 557,589 Options Exercisable as of March 31, 2020 216,536 $ 5.32 5.36 $ 184,039 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Operating Leases | The following table outlines the details: Lease 1 Lease 2 Initial Lease Term December 2017 to January 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 March 31, 2020. Amounts due within twelve months of March 31 2020 $ 161,906 2021 166,745 2022 171,756 2023 176,922 2024 149,067 Thereafter 201,097 Total minimum lease payments 1,027,493 Less: effect of discounting (275,656 ) Present value of future minimum lease payments 751,837 Less: current obligations under leases 90,759 Long-term lease obligations $ 661,078 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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. Three Months Ended March 31, 2020 Trxade, Inc. Community Specialty Pharmacy, LLC Integra Pharma, LLC Other Total Revenue $ 1,519,907 $ 432,929 $ 245,016 $ 5,468 $ 2,203,320 Gross Profit $ 1,519,907 $ 36,108 $ 78,653 $ 5,468 $ 1,640,136 Segment Assets $ 2,055,429 $ 280,514 $ 1,817,170 $ 7,320,791 $ 11,473,904 Segment Profit (Loss) $ 972,993 $ (41,245 ) $ (28,883 ) $ (722,562 ) $ 180,303 Three Months Ended March 31, 2019 Trxade, Inc. Community Specialty Pharmacy, LLC Integra Pharma, LLC Other Total Revenue $ 1,043,810 $ 442,423 $ 26,288 $ - $ 1,512,521 Gross Profit $ 1,043,810 $ 95,559 $ 7,313 $ - $ 1,146,682 Segment Assets $ 1,474,690 $ 186,496 $ 379,476 $ 1,258,819 $ 3,299,481 Segment Profit (Loss) $ 542,151 $ (6,797 ) $ (71,734 ) $ (338,391 ) $ 125,229 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details Narrative) | 3 Months Ended |
Mar. 31, 2020 | |
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. |
Organization and Basis of Pre_4
Organization and Basis of Presentation - Schedule of Basic and Dilutive Income Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss) | $ 180,303 | $ 125,229 |
Numerator for basic and diluted EPS - income available to common Shareholders | $ 180,303 | $ 125,229 |
Denominator for basic EPS - Weighted average shares | 6,971,427 | 5,560,695 |
Dilutive Effect of Warrants, Options and Convertible Debt | 452,242 | 437,361 |
Denominator for diluted EPS - adjusted Weighted average shares and assumed Conversions | 7,423,669 | 5,998,056 |
Basic income per common share | $ 0.03 | $ 0.02 |
Diluted income per common share | $ 0.02 | $ 0.02 |
Long Term Debt - Related Part_2
Long Term Debt - Related Parties (Details Narrative) - USD ($) | 1 Months Ended | |||
Oct. 31, 2019 | Oct. 31, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Long term debt related party | $ 225,000 | $ 225,000 | ||
Community Specialty Pharmacy, LLC [Member] | Related Party Promissory Note [Member] | Nikul Panchal [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of promissory note | $ 300,000 | |||
Interest rate | 10.00% | |||
Debt instrument maturity date | Oct. 15, 2021 | |||
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 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | Mar. 31, 2020 | Feb. 29, 2020 | Feb. 21, 2020 | Feb. 18, 2020 | Feb. 13, 2020 | Sep. 30, 2019 | Feb. 28, 2019 | Mar. 31, 2020 | Dec. 31, 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 | ||||||||
Proceeds from offering | $ 5,990,000 | ||||||||
Underwriters cash fee percentage | 8.00% | ||||||||
Stock offering costs | $ 820,586 | ||||||||
Deferred offering costs | $ 88,213 | ||||||||
Net issuance cost | $ 5,170,000 | $ 5,170,000 | |||||||
Number of options, granted | 16,667 | ||||||||
Proceeds from common stock | $ 5,994,424 | ||||||||
Underwriting Agreement [Member] | Underwriters [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of common stock | $ 806,452 | ||||||||
Financial Consulting Agreement [Member] | Consultant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase common stock | 167 | 22,529 | 5,000 | 167 | |||||
Warrant exercise price | $ 3 | $ 0.06 | $ 0.06 | $ 3 | |||||
Stock based compensation | $ 15,000 | ||||||||
Number of options, granted | 167 | 22,529 | |||||||
Proceeds from common stock | $ 501 | ||||||||
Representative [Member] | Underwriting Agreement [Member] | Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of common stock | $ 806,452 | ||||||||
Sale of stock price per share | $ 6.50 | ||||||||
Representative [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period | 115,767 | ||||||||
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 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Feb. 28, 2019 | |
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock | 2,778 | ||
Proceeds from exercise of warrants | $ 1,352 | $ 166 | |
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock | 22,529 | ||
Proceeds from exercise of warrants | $ 1,352 | ||
Stock based compensation | $ 79,089 | $ 0 |
Warrants - Summary of Assumptio
Warrants - Summary of Assumptions Used to Estimate Fair Value of Warrants Granted (Details) | Mar. 31, 2020 |
Expected Dividend Yield [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants, measurement input | 0 |
Weighted-average Expected Volatility [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants, measurement input | 217 |
Weighted-average Risk-free Interest Rate [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants, measurement input | 2.75 |
Expected Life of Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants, term | 5 years |
Warrants - Schedule of Outstand
Warrants - Schedule of Outstanding and Exercisable Warrants (Details) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Number of Outstanding Shares, Warrants Outstanding Beginning | shares | 524,480 |
Number of Outstanding Shares, Warrants Granted | shares | |
Number of Outstanding Shares, Warrants Forfeited | shares | |
Number of Outstanding Shares, Warrants Exercised | shares | (22,529) |
Number of Outstanding Shares, Warrants Outstanding Ending | shares | 501,951 |
Weighted Average Exercise Price, Outstanding Beginning | $ / shares | $ 0.42 |
Weighted Average Exercise Price, Warrants Granted | $ / shares | |
Weighted Average Exercise Price, Warrants Forfeited | $ / shares | |
Weighted Average Exercise Price, Warrants Exercised | $ / shares | 0.06 |
Weighted Average Exercise Price, Outstanding Ending | $ / shares | $ 0.44 |
Contractual Life Warrants Outstanding, Beginning | 2 years 4 months 20 days |
Contractual Life Warrants Outstanding, Granted | 0 years |
Contractual Life Warrants Outstanding, Forfeited | 0 years |
Contractual Life Warrants Outstanding, Exercised | 0 years |
Contractual Life Warrants Outstanding Ending | 2 years 4 months 9 days |
Aggregate Intrinsic Value Outstanding Beginning | $ | $ 3,273,897 |
Aggregate Intrinsic Value Outstanding Ending | $ | $ 2,693,397 |
Options (Details Narrative)
Options (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Granted | 16,667 | |
Number of Options, Forfeited | ||
Number of Options, Expired | ||
Stock option exercised price shares | 167 | |
Stock options, compensation cost | $ 61,997 | $ 35,979 |
Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Granted | 1,333,333 |
Options - Schedule of Estimate
Options - Schedule of Estimate Fair Value of Stock Options (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Expected dividend yield | 0.00% |
Weighted-average expected volatility, minimum | 133.00% |
Weighted-average expected volatility, maximum | 226.00% |
Weighted-average risk-free interest rate | 0.25% |
Expected life of options | 10 years |
Options - Schedule of Stock Opt
Options - Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Options Outstanding, Beginning Balance | shares | 346,998 |
Number of Options Exercisable, Beginning Balance | shares | 207,485 |
Number of Options, Granted | shares | 16,667 |
Number of Options, Forfeited | shares | |
Number of Options, Expired | shares | |
Number of Options, Exercised | shares | 167 |
Number of Options Outstanding, Ending Balance | shares | 363,498 |
Number of Options Exercisable, Ending Balance | shares | 216,536 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ / shares | $ 4.39 |
Weighted Average Exercise Price Exercisable, Beginning Balance | $ / shares | 5.29 |
Weighted Average Exercise Price, Granted | $ / shares | 7.50 |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | 3 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ / shares | 4.53 |
Weighted Average Exercise Price Exercisable, Ending Balance | $ / shares | $ 5.32 |
Contractual Life in Years Outstanding, Beginning Balance | 6 years 9 months 7 days |
Contractual Life in Years Exercisable, Beginning Balance | 5 years 6 months 10 days |
Contractual Life in Years, Granted | 9 years 7 months 21 days |
Contractual Life in Years, Forfeited | 0 years |
Contractual Life in Years, Expired | 0 years |
Contractual Life in Years, Exercised | 8 years 4 days |
Contractual Life in Years Outstanding, Ending Balance | 6 years 8 months 2 days |
Contractual Life in Years Exercisable, Ending Balance | 5 years 4 months 9 days |
Intrinsic Value Outstanding, Beginning Balance | $ | $ 817,220 |
Intrinsic Value Exercisable, Beginning Balance | $ | 312,338 |
Intrinsic Value, Exercised | $ | |
Intrinsic Value Outstanding, Ending Balance | $ | 557,589 |
Intrinsic Value Exercisable, Ending Balance | $ | $ 184,039 |
Contingencies (Details Narrativ
Contingencies (Details Narrative) | 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) | 3 Months Ended | |
Mar. 31, 2020USD ($)Integer | Mar. 31, 2019USD ($) | |
Leases [Abstract] | ||
Operating leases units | Integer | 2 | |
Operating lease amortization of right of use lease assets | $ 23,635 | $ 21,744 |
Operating lease liabilities paid | $ 20,974 | $ 17,913 |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Initial Recognition of Right to use assets at January 1, 2019 | $ 734,075 | $ 757,710 |
Lease 1 [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Initial Lease Term | December 2017 to January 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 ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 161,906 | |
2021 | 166,745 | |
2022 | 171,756 | |
2023 | 176,922 | |
2024 | 149,067 | |
Thereafter | 201,097 | |
Total minimum lease payments | 1,027,493 | |
Less: effect of discounting | (275,656) | |
Present value of future minimum lease payments | 751,837 | |
Less: current obligations under leases | 90,759 | $ 87,350 |
Long-term lease obligations | $ 661,078 | $ 685,461 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Business Interests Into Reportable Segments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 2,203,320 | $ 1,512,521 | |
Gross Profit | 1,640,136 | 1,146,682 | |
Segment Assets | 11,473,904 | 3,299,481 | $ 5,571,494 |
Segment Profit/Loss | 180,303 | 125,229 | |
Trxade, Inc. [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,519,907 | 1,043,810 | |
Gross Profit | 1,519,907 | 1,043,810 | |
Segment Assets | 2,055,429 | 1,474,690 | |
Segment Profit/Loss | 972,993 | 542,151 | |
Community Specialty Pharmacy, LLC [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 432,929 | 442,423 | |
Gross Profit | 36,108 | 95,559 | |
Segment Assets | 280,514 | 186,496 | |
Segment Profit/Loss | (41,245) | (6,797) | |
Integra Pharma, LLC [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 245,016 | 26,288 | |
Gross Profit | 78,653 | 7,313 | |
Segment Assets | 1,817,170 | 379,476 | |
Segment Profit/Loss | (28,883) | (71,734) | |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 5,468 | ||
Gross Profit | 5,468 | ||
Segment Assets | 7,320,791 | 1,258,819 | |
Segment Profit/Loss | $ (722,562) | $ (338,391) |
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, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jan. 31, 2020 | Nov. 01, 2019 | Aug. 01, 2019 | May 01, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Payment to acquire equity interest | $ 210,000 | $ 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% | 30.00% | |||||||
SyncHealth MSO, LLC [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investment ownership percentage | 51.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 31, 2020 | Apr. 30, 2020 | Apr. 14, 2020 | Mar. 31, 2020 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||
Stock option granted common stock | 16,667 | ||||
Exercise price of options granted | $ 7.50 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Inventory deposits | $ 295,800 | ||||
Subsequent Event [Member] | Legal Counsel [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted common stock | 5,000 | ||||
Subsequent Event [Member] | 2020 Equity Compensation Awards [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock option granted common stock | 31,750 | ||||
Exercise price of options granted | $ 6.12 | ||||
Compensation awards description | Consideration for services to be rendered by such individuals through 2024. The options vest at the rate of 1/4th of such options per year, on the first, second, third and fourth anniversaries of the grant date | ||||
Subsequent Event [Member] | U.S. Small Business Association [Member] | Economic Injury Disaster Loan Program [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from loan | $ 10,000 | ||||
Subsequent Event [Member] | Consultant [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock option granted common stock | 30,353 | ||||
Subsequent Event [Member] | Aijarapu [Member] | 2019 Equity Incentive Plan [Member] | |||||
Subsequent Event [Line Items] | |||||
Bonus description | Company's Chief Executive Officer and Prashant Patel, the Company's President, of bonuses equal to 1% of the Company's outstanding shares, equivalent to 74,484 shares of common stock | ||||
Number of shares of common stock | 74,484 | ||||
Subsequent Event [Member] | Mr. Patel [Member] | 2019 Equity Incentive Plan [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares of common stock | 50,000 | ||||
Subsequent Event [Member] | Howard A. Doss [Member] | |||||
Subsequent Event [Line Items] | |||||
Compensation awards description | Shares are subject to forfeiture and vest at the rate of 1/4th of such shares on July 1 and October 1, 2020 and January 1 and April 1, 2021 | ||||
Restricted common stock | 12,500 | ||||
Subsequent Event [Member] | Board of Directors [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted common stock | 55,000 | ||||
Subsequent Event [Member] | Board of Directors [Member] | Independent Director Compensation Policy [Member] | |||||
Subsequent Event [Line Items] | |||||
Receive a annual retainer for services | $ 35,000 | ||||
Subsequent Event [Member] | Chairperson of the Compensation Committee and Nominating and Corporate Governance Committee [Member] | Independent Director Compensation Policy [Member] | |||||
Subsequent Event [Line Items] | |||||
Receive a annual retainer for services | 10,000 | ||||
Subsequent Event [Member] | Chairperson of the Audit Committee [Member] | Independent Director Compensation Policy [Member] | |||||
Subsequent Event [Line Items] | |||||
Receive a annual retainer for services | $ 20,000 | ||||
Subsequent Event [Member] | Mr. Donald G. Fell, Dr. Pamela Tenaerts and Mr. Michael L. Peterson [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted common stock | 8,987 | ||||
Subsequent Event [Member] | Ajjarapu [Member] | Employment Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Compensation awards description | Effective on April 14, 2020, we entered into a new employment agreement with Mr. Suren Ajjarapu, our Chief Executive Officer, which replaced and superseded his prior employment agreement with the Company. The agreement, which provides for Mr. Ajjarapu to serve as our Chief Executive Officer, has a term extending through December 31, 2025, provided that the agreement automatically extends for additional one year terms thereafter in the event neither party provides the other at least 60 days prior notice of their intention not to renew the terms of the agreement. | ||||
Automobile allowance | $ 1,000 | ||||
Subsequent Event [Member] | Ajjarapu [Member] | Employment Agreement [Member] | Base Salary [Member] | |||||
Subsequent Event [Line Items] | |||||
Compensation awards description | Mr. Ajjarapu's annual compensation package includes (1) a base salary of $300,000 per year, subject to annual increases as determined in the sole discretion of the Compensation Committee (the "Base Salary"), and (2) a performance bonus equal to up to 100% of his Base Salary each year, based on the Company meeting certain performance metrics as determined from time to time by the Compensation Committee and Mr. Ajjarapu ("Performance Metrics"). Additionally, in the event that Mr. Ajjarapu meets at least 70% of the requirements for any annual performance bonus, as determined in the reasonable discretion of the Compensation Committee of the Board, Mr. Ajjarapu's Base Salary is increased by 20%. | ||||
Annual compensation | $ 300,000 | ||||
Subsequent Event [Member] | Ajjarapu [Member] | Employment Agreement [Member] | Performance Metrix [Member] | |||||
Subsequent Event [Line Items] | |||||
Compensation awards description | For 2020, those performance metrics include ((1) hitting a revenue goal of $12.5 million (50% of restricted shares described below vest); (2) reaching 50,000 Bonum Health patients (30% of restricted shares described below vest); (3) placing e-hubs in 100 stores (10% of restricted shares described below vest); and (4) obtaining net operating income of 10% of total sales (20% of restricted shares described below vest). The determination of whether the Performance Metrics have been met are determined in the reasonable discretion of the Compensation Committee, no later than 90 days after (a) December 31, 2020, in connection with the 2020 Performance Metrics; and (b) the end of such calendar year for subsequent years. | ||||
Revenue | $ 12,500,000 | ||||
Subsequent Event [Member] | Ajjarapu [Member] | Employment Agreement [Member] | 2020 Restricted Stock Awards [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted common stock | 49,020 |