Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | TRXADE HEALTH, INC. |
Entity Central Index Key | 0001382574 |
Entity Tax Identification Number | 46-3673928 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 2420 Brunello Trace |
Entity Address, City or Town | Lutz |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33558 |
City Area Code | 800 |
Local Phone Number | 261-0281 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | |||
Cash | $ 321,715 | $ 3,122,578 | $ 5,919,578 |
Accounts Receivable, net | 850,306 | 978,973 | 805,043 |
Inventory | 75,950 | 56,279 | 1,257,754 |
Prepaid Assets | 249,785 | 216,414 | 151,248 |
Other Receivables | 875,250 | 1,087,675 | |
Total Current Assets | 2,373,006 | 4,374,244 | 9,221,298 |
Property Plant and Equipment, Net | 68,036 | 98,751 | 162,397 |
Intangible assets and capitalized software, net | 1,099,002 | ||
Other Assets | |||
Deposits | 49,031 | 60,136 | 21,636 |
Right of use leased assets | 1,100,186 | 1,233,033 | 387,371 |
Total Assets | 4,689,261 | 5,766,164 | 9,792,702 |
Current Liabilities | |||
Accounts Payable | 744,412 | 477,028 | 256,829 |
Accrued Liabilities | 312,077 | 270,437 | 219,256 |
Other current liabilities | 105,926 | ||
Contingent funding liabilities | 542,143 | ||
Current P–rtion - Operating Lease Liabilities | 190,127 | 178,561 | 131,153 |
Customer Deposits | 10,000 | ||
Notes Payable – Related Party | 166,667 | 225,000 | |
Total Current Liabilities | 2,061,352 | 926,026 | 842,238 |
Long Term Liabilities | |||
Operating Lease Liabilities, net of current portion | 937,998 | 1,069,965 | 271,306 |
Notes payable- related party | 333,333 | ||
Total Liabilities | 3,332,683 | 1,995,991 | 1,113,544 |
Stockholders’ Equity | |||
Series A Preferred Stock, $0.00001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2021, and December 31, 2020, respectively | |||
Common Stock, $0.00001 par value; 100,000,000 shares authorized; 8,166,457 and 8,093,199 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 83 | 82 | 81 |
Additional Paid-in Capital | 20,193,271 | 20,017,528 | 19,610,631 |
Retained Deficit | (18,794,350) | (16,247,437) | (10,931,554) |
Total Stockholders’ Equity | 1,399,004 | 3,770,173 | 8,679,158 |
Non-controlling interest in subsidiary | (42,426) | ||
Total stockholders’ equity | 1,356,578 | 3,770,173 | 8,679,158 |
Total Liabilities and Stockholders’ Equity | $ 4,689,261 | $ 5,766,164 | $ 9,792,702 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 8,398,708 | 8,166,457 | 8,093,199 |
Common stock, shares outstanding | 8,398,708 | 8,166,457 | 8,093,199 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Revenues, net | $ 2,400,311 | $ 2,550,046 | $ 8,919,312 | $ 7,501,535 | $ 9,889,433 | $ 17,122,520 |
Cost of Sales | 998,320 | 1,269,005 | 5,010,704 | 3,995,792 | 5,143,468 | 11,415,198 |
Gross Profit | 1,401,991 | 1,281,041 | 3,908,608 | 3,505,743 | 4,745,965 | 5,707,322 |
Operating Expenses | ||||||
Loss on Inventory Investment | 1,285 | 1,226,426 | 1,226,426 | |||
Wage and salary expense | 937,062 | 1,015,816 | 3,185,144 | 2,878,237 | ||
Professional fees | 95,275 | 205,457 | 307,341 | 757,263 | ||
Accounting and legal expense | 191,611 | 98,867 | 567,690 | 462,626 | ||
Technology expense | 298,586 | 338,637 | 842,433 | 678,110 | ||
Loss on Impairment of Goodwill | 0 | 725,973 | ||||
General and Administrative | 286,488 | 917,105 | 1,484,709 | 2,013,050 | 8,811,832 | 7,488,011 |
Total Operating Expenses | 1,809,022 | 2,577,167 | 6,387,317 | 8,015,712 | 10,038,258 | 8,213,984 |
Operating Loss | (407,031) | (1,296,126) | (2,478,709) | (4,509,969) | (5,292,293) | (2,506,662) |
Nonoperating income (expense) | ||||||
Interest income | 8,396 | 8,396 | ||||
Gain on disposal of asset | 4,100 | |||||
Interest Expense | (130,107) | (5,622) | (140,626) | (21,574) | (23,590) | (29,389) |
Total nonoperating expense | (121,711) | (5,622) | (128,130) | (21,574) | ||
Net Loss | (528,742) | (1,301,748) | (2,606,839) | (4,531,543) | (5,315,883) | (2,536,051) |
Net loss attributable to TRxADE Health, Inc. | (503,003) | (1,301,748) | (2,546,913) | (4,531,543) | $ (5,315,883) | $ (2,536,051) |
Net loss attributable to non-controlling interests | $ (25,739) | $ (59,926) | ||||
Net Loss per Common Share – Basic and Diluted | $ (0.06) | $ (0.16) | $ (0.31) | $ (0.56) | $ (0.65) | $ (0.33) |
Weighted average Common Shares Outstanding – Basic and Diluted | 8,249,653 | 8,163,522 | 8,203,202 | 8,126,689 | 8,136,740 | 7,705,620 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 65 | $ 12,535,655 | $ (8,395,503) | $ 4,140,217 | |||
Beginning balance, shares at Dec. 31, 2019 | 6,539,415 | ||||||
Common Stock Issued for Services, Shares | 217,965 | ||||||
Common Stock Issued for Services | $ 2 | 1,357,757 | 1,357,759 | ||||
Warrants Exercised for Cash | $ 4 | 37,602 | 37,606 | ||||
Warrants Exercised for Cash, Shares | 413,393 | ||||||
Options Expense | 448,404 | 448,404 | |||||
Net Loss | (2,536,051) | (2,536,051) | |||||
Options Exercised for Cash | 501 | 501 | |||||
Options Exercised for Cash, Shares | 167 | ||||||
Warrants Expense | 56,885 | 56,885 | |||||
Common Stock Issued from Offering | $ 10 | 5,994,414 | 5,994,424 | ||||
Common Stock Issued from Offering, Shares | 922,219 | ||||||
Fractional Common Stock Issued due to reverse split | |||||||
Fractional Common Stock Issued due to reverse split, Shares | 40 | ||||||
Stock Issuance Costs | (820,587) | (820,587) | |||||
Ending balance, value at Dec. 31, 2020 | $ 81 | 19,610,631 | (10,931,554) | 8,679,158 | |||
Ending balance, shares at Dec. 31, 2020 | 8,093,199 | ||||||
Common Stock Issued for Services, Shares | |||||||
Common Stock Issued for Services | 98,247 | 98,247 | |||||
Options Expense | 75,738 | 75,738 | |||||
Net Loss | (651,519) | (651,519) | |||||
Ending balance, value at Mar. 31, 2021 | $ 81 | 19,784,616 | (11,583,073) | 8,201,624 | |||
Ending balance, shares at Mar. 31, 2021 | 8,093,199 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 81 | 19,610,631 | (10,931,554) | 8,679,158 | |||
Beginning balance, shares at Dec. 31, 2020 | 8,093,199 | ||||||
Net Loss | (4,531,543) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 82 | 20,080,310 | (15,463,097) | 4,617,295 | |||
Ending balance, shares at Sep. 30, 2021 | 8,166,457 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 81 | 19,610,631 | (10,931,554) | 8,679,158 | |||
Beginning balance, shares at Dec. 31, 2020 | 8,093,199 | ||||||
Common Stock Issued for Services, Shares | 37,905 | ||||||
Common Stock Issued for Services | 181,163 | 181,163 | |||||
Warrants Exercised for Cash | $ 1 | 15,000 | 15,001 | ||||
Warrants Exercised for Cash, Shares | 5,000 | ||||||
Options Expense | 187,273 | 187,273 | |||||
Net Loss | (5,315,883) | (5,315,883) | |||||
Options Exercised for Cash | 1,821 | 1,821 | |||||
Options Exercised for Cash, Shares | 30,353 | ||||||
Warrants Expense | 21,640 | 21,640 | |||||
Ending balance, value at Dec. 31, 2021 | $ 82 | 20,017,528 | (16,247,437) | 3,770,173 | |||
Ending balance, shares at Dec. 31, 2021 | 8,166,457 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 81 | 19,784,616 | (11,583,073) | 8,201,624 | |||
Beginning balance, shares at Mar. 31, 2021 | 8,093,199 | ||||||
Common Stock Issued for Services | 100,416 | 100,416 | |||||
Options Expense | 61,392 | 61,392 | |||||
Net Loss | (2,578,276) | (2,578,276) | |||||
Options Exercised for Cash | 1,821 | 1,821 | |||||
Ending balance, value at Jun. 30, 2021 | $ 81 | 19,948,245 | (14,161,349) | 5,786,977 | |||
Ending balance, shares at Jun. 30, 2021 | 8,161,457 | ||||||
Common Stock Issued for Services | 41,250 | 41,250 | |||||
Warrants Exercised for Cash | 1 | 15,000 | 15,001 | ||||
Options Expense | 54,175 | 54,175 | |||||
Net Loss | (1,301,748) | (1,301,748) | |||||
Warrants Expense | 21,640 | 21,640 | |||||
Ending balance, value at Sep. 30, 2021 | $ 82 | 20,080,310 | (15,463,097) | 4,617,295 | |||
Ending balance, shares at Sep. 30, 2021 | 8,166,457 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 82 | 20,017,528 | (16,247,437) | 3,770,173 | |||
Beginning balance, shares at Dec. 31, 2021 | 8,166,457 | ||||||
Capital Contributions | 792,500 | 792,500 | |||||
Capital distributions | (775,000) | (775,000) | |||||
Common Stock Issued for Services | 32,083 | 32,083 | |||||
Warrants Exercised for Cash | 875 | 875 | |||||
Warrants Exercised for Cash, Shares | 14,584 | ||||||
Options Expense | 32,783 | 32,783 | |||||
Net Loss | (960,147) | (5,689) | (965,836) | ||||
Ending balance, value at Mar. 31, 2022 | $ 82 | 20,083,269 | (17,207,584) | 11,811 | 2,887,578 | ||
Ending balance, shares at Mar. 31, 2022 | 8,181,041 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 82 | 20,017,528 | (16,247,437) | 3,770,173 | |||
Beginning balance, shares at Dec. 31, 2021 | 8,166,457 | ||||||
Net Loss | (2,606,839) | ||||||
Ending balance, value at Sep. 30, 2022 | $ 83 | 20,193,271 | (18,794,350) | (42,426) | 1,356,578 | ||
Ending balance, shares at Sep. 30, 2022 | 8,398,708 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 82 | 20,083,269 | (17,207,584) | 11,811 | 2,887,578 | ||
Beginning balance, shares at Mar. 31, 2022 | 8,181,041 | ||||||
Capital Contributions | |||||||
Common Stock Issued for Services, Shares | 37,905 | ||||||
Common Stock Issued for Services | 12,222 | 12,222 | |||||
Warrants Exercised for Cash | |||||||
Options Expense | 16,994 | 16,994 | |||||
Net Loss | (1,083,763) | (28,498) | (1,112,261) | ||||
Options Exercised for Cash, Shares | 30,353 | ||||||
Ending balance, value at Jun. 30, 2022 | $ 82 | 20,112,485 | (18,291,347) | (16,687) | 1,804,533 | ||
Ending balance, shares at Jun. 30, 2022 | 8,181,041 | ||||||
Capital Contributions | |||||||
Common Stock Issued for Services, Shares | 217,667 | ||||||
Common Stock Issued for Services | $ 1 | 63,125 | 63,126 | ||||
Warrants Exercised for Cash | |||||||
Warrants Exercised for Cash, Shares | 5,000 | ||||||
Options Expense | 17,661 | 17,661 | |||||
Net Loss | (503,003) | (25,739) | (528,742) | ||||
Ending balance, value at Sep. 30, 2022 | $ 83 | $ 20,193,271 | $ (18,794,350) | $ (42,426) | $ 1,356,578 | ||
Ending balance, shares at Sep. 30, 2022 | 8,398,708 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities: | ||||
Net loss | $ (2,606,839) | $ (4,531,543) | $ (5,315,883) | $ (2,536,051) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation Expense | 11,815 | 5,250 | 7,351 | 5,500 |
Options Expense | 67,439 | 191,305 | 187,273 | 448,404 |
Common Stock Issued for Services | 107,430 | 239,913 | 181,163 | 1,357,759 |
Bad Debt Expense | (98,841) | 616,215 | 615,657 | 10,539 |
Warrant Expense | 21,640 | 21,640 | 56,885 | |
Loss on Inventory Investment | 1,226,426 | 143,891 | ||
Loss on Impairment of Goodwill | 0 | 725,973 | ||
Loss on write-down of Inventory | 376,348 | 1,218,020 | ||
Gain on sale of asset | (4,100) | |||
Amortization of Right-of-Use Asset | 132,847 | 97,436 | 131,558 | 97,020 |
Amortization of intangible assets | 29,400 | |||
Changes in operating assets and liabilities: | ||||
Deferred offering costs | (78,000) | |||
Accounts Receivable | 227,508 | (819,988) | (789,587) | (23,532) |
Prepaid Assets and Other Current Assets | 198,088 | (284,499) | (103,666) | (68,796) |
Inventory | (19,671) | 1,162,932 | 825,127 | (2,419,013) |
Deposits for Inventory Purchases | (1,087,675) | |||
Other Receivables | (875,250) | 5,140 | 1,087,675 | |
Lease Liability | (120,401) | (96,954) | (131,153) | (97,033) |
Accounts Payable | 267,384 | 18,391 | 220,199 | (33,190) |
Accrued liabilities | (178,714) | 96,825 | ||
Current liabilities | 105,926 | |||
Accrued Liabilities and Other Liabilities | (13,819) | 120,404 | ||
Customer Deposits | (10,000) | (10,000) | 10,000 | |
Net cash used in operating activities | (2,755,979) | (2,139,511) | (2,566,226) | (2,214,786) |
Investing Activities: | ||||
Purchase of Fixed Assets | (22,596) | (37,505) | ||
Sale of fixed assets | 23,000 | |||
Investment in capitalized software | (335,902) | |||
Net cash used in Investing Activities | (312,902) | (22,596) | (37,505) | |
Financing Activities: | ||||
Repayments of Short-Term Promissory Notes – Related Parties | (225,000) | (225,000) | ||
Payment of Stock Issuance Costs | (732,356) | |||
Repayment of contingent liability | (282,857) | |||
Distributions to non-controlling interest | (275,000) | |||
Proceeds from sale of future revenue | 825,000 | |||
Proceeds from Exercise of Stock Options | 1,821 | 1,821 | 501 | |
Proceeds from Exercise of Warrants | 875 | 15,001 | 15,001 | 37,606 |
Proceeds from Issuance of Common Stock | 5,994,424 | |||
Net Cash provided by (used in) financing activities | 268,018 | (208,178) | (208,178) | 5,300,175 |
Net increase (decrease) in Cash | (2,800,863) | (2,347,689) | (2,797,000) | 3,047,884 |
Cash at Beginning of the Year | 3,122,578 | 5,919,578 | 5,919,578 | 2,871,694 |
Cash at End of the Year | 321,715 | 3,571,889 | 3,122,578 | 5,919,578 |
Supplemental Cash Flow Information | ||||
Cash Paid for Interest | 3,328 | 26,321 | 28,337 | 29,442 |
Cash Paid for Income Taxes | ||||
Non-Cash Transactions | ||||
Insurance premium financed | 220,354 | |||
Note issued as SOSRx contribution | 500,000 | |||
Intangible asset contribution from non-controlling interest | $ 792,500 | |||
Remeasurement of ROU Assets and Lease Liability for Nonrenewal of Lease | $ 273,319 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION TRxADE HEALTH, INC. (“ we our Trxade Company 100 100 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 (d.b.a. Trxade Prime), is a licensed pharmaceutical wholesaler and sells brand, generic and non-drug products to customers. Trxade Prime customers include all healthcare markets including government organizations, hospitals, clinics and independent pharmacies nationwide. Alliance Pharma Solutions, LLC (d.b.a. DelivMeds) invested in SyncHealth MSO, LLC, a managed services organization, in January 2019, which investment was divested in February 2020. DelivMeds is currently being rebranded and the consumer-based app is still being developed. To date, we have not generated any revenue from this product. Community Specialty Pharmacy, LLC, is an accredited independent retail pharmacy with a focus on a community-based model offering home delivery services to patients. Bonum Health, LLC, was formed to hold certain telehealth assets acquired in October 2019. The “ Bonum Health Hub 143,891 On February 15, 2022, the Company entered into a relationship with Exchange Health, LLC, a technology company providing an online platform for manufacturers and suppliers to sell and purchase pharmaceuticals (“Exchange Health”). SOSRx LLC, the created entity relating to the relationship, a Delaware limited liability company, was formed in February 2022, and is owned 51 49 Basis of Present–tion 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, 2021, as reported in the Company’s Annual Report on Form 10-K have been omitted. Accounts Receivable – 98,841 616,215 The Company had an Account Receivable with a single customer, GSG PPE, LLC (“GSG”), for the amount of $ 630,000 Other Receivables CSP 1,200,000 875,000 875,000 Income (loss) Per Common Share 26,924 338,857 The following table sets forth the computation of basic and diluted loss per share: SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (528,742 ) $ (1,301,748 ) $ (2,606,839 ) $ (4,531,543 ) Numerator for basic and dilute– EPS - income available to common stockholders (503,003 ) (1,301,748 ) (2,546,913 ) (4,531,543 ) Denominator: Denominator for basic and diluted EPS – weighted average shares 8,249,653 8,163,522 8,203,202 8,126,689 Basic and diluted loss per common share $ (0.06 ) $ (0.16 ) $ (0.31 ) $ (0.56 ) | NOTE 1 – ORGANIZATION ORGANIZATION AND BASIS OF PRESENTATION TRxADE HEALTH, INC. (“ we our Trxade Company 100 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 and a community-based model offering home delivery services to patients. Alliance Pharma Solutions, LLC (d.b.a. DelivMeds) has developed a same day Pharma delivery software – Delivmeds.com and invested in SyncHealth MSO, LLC a managed services organization in 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 143,891 MedCheks, LLC, was formed in January 2021 and is a patient-centered, digital, precision healthcare platform that lets patients consolidate and control their health data via a digital Health Passport. This product has been discontinued and MedCheks, LLC was subsequently dissolved in December 2021. 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) Stockholder Authority stock split ratio of 1-for-6 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. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial State–ents - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. As of September 30, 2022 the Company had an accumulated deficit of $ 18.8 0.3 0.3 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3– RELATED PARTY TRANSACTIONS On February 15, 2022, the Company entered into a relationship with Exchange Health, a technology company providing an online platform for manufacturers and suppliers to sell and purchase pharmaceuticals. In connection therewith, SOSRx LLC (“SOSRx”), was formed in February 2022, which is owned 51 49 325,000 500,000 400,000 792,000 15 29,400 At September 30, 2022, total related party debt was $ 500,000 0 2 8.25 166,666.67 41,666.67 |
CONTINGENT FUNDING LIABILITIES
CONTINGENT FUNDING LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Contingent Funding Liabilities | |
CONTINGENT FUNDING LIABILITIES | NOTE 4 – CONTINGENT FUNDING LIABILITIES On September 14, 2022, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables (the “Receivables Agreement”). Pursuant to the Receivables Agreement, the third-party agreed to fund the Company $ 275,000 396,000 15,000 On June 27, 2022, the Company entered into a non-recourse funding agreement with a third-party funder for the purchase and sale of future receivables. Pursuant to the Receivables Agreement, the third-party agreed to fund the Company $ 550,000 792,000 27,500 The Company’s relationship with the funding source meets the criteria in ASC 470-10-25 – Sales of Future Revenues or Various Other Measures of Income (“ASC 470”), which relates to cash received from a funding source in exchange for a specified percentage or amount of revenue or other measure of income of a particular product line, business segment, trademark, patent or contractual right for a defined period. Under this guidance, the Company recognized the fair value of its contingent obligation to the funding source, as of the acquisition date, as a current liability in its consolidated balance sheet. Under ASC 470, amounts recorded as debt are to be amortized under the interest method. The Company made an accounting policy election to utilize the prospective method when there is a change in the estimated future cash flows, whereby a new effective interest rate is determined based on the revised estimate of remaining cash flows. The new rate is the discount rate that equates the present value of the revised estimate of remaining cash flows with the carrying amount of the debt, and it will be used to recognize interest expense for the remaining period. Under this method, the effective interest rate is not constant, and any change in expected cash flows is recognized prospectively as an adjustment to the effective yield. As of September 30, 2022, the total contingent funding liability was $ 542,143 36 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY 2022 Equity Compensation Awards Effective September 1, 2022, the Board of Directors and Compensation Committee of the Company, with the approval of each of the following officers, agreed to reduce the annual cash compensation payable to Suren Ajjarapu, the Company’s Chief Executive Officer; Prashant Patel, the Company’s President and Chief Operating Officer and Janet Huffman, the Company’s Chief Financial Officer, in an effort to conserve cash. In lieu of the reduced cash salary payable to each officer, the Board and Compensation Committee agreed to issue such officers shares of the Company’s common stock equal to the amount of reduced cash salary, divided by the closing sales price of the Company’s common stock on the Nasdaq Capital Market on August 31, 2022, the date approved by the Board of Directors. The total amount of shares of common stock issued on August 31, 2022 to the officers was 81,895 The shares of common stock issuable to the officers, vest at the rate of 1/4th of such shares on each of September 30, 2022, October 31, 2022, November 30, 2022, and December 31, 2022, subject to each applicable Officer’s continued service to the Company on such dates and subject to the restricted stock award agreements entered into to evidence such awards. Separately, certain employees of the Company agreed to reduce their cash salaries by an aggregate of $ 37,000 31,896 Effective on August 31, 2022, the Board of Directors approved the issuance of 54,525 63,250 All of the awards discussed above were issued under the Company’s Second Amended and Restated 2019 Equity Incentive Plan (the “Plan”) and all restricted stock awards discussed above were evidenced by Restricted Stock Grant Agreements. 2021 Equity Compensation Awards On April 15, 2021, the Board of Directors, with the recommendation of the Compensation Committee, approved the grant of options to purchase an aggregate of 17,500 th five years 4.76 In connection with and pursuant to the independent director compensation policy previously adopted by the Board of Directors, on April 15, 2021, the then three independent members of the Board of Directors (Mr. Donald G. Fell, Dr. Pamela Tenaerts, and Mr. Michael L. Peterson), were each awarded 10,721 55,000 5.13 th 165,000 41,250 16,082 The Board of Directors of the Company, on May 27, 2021, confirmed the vesting of 2,680 In connection with and pursuant to the independent director compensation policy previously adopted by the Board of Directors, on May 27, 2021, the Board of Directors awarded Charles L. Pope, and Christine L. Jennings, each independent members of the Board of Directors appointed to the Board of Directors on May 27, 2021, 10,912 41,250 3.78 174,869 431,218 Employment Agreement with Suren Ajjarapu, Chief Executive Officer In connection with our employment agreement with Mr. Suren Ajjarapu, our Chief Executive Officer, which was effective on April 14, 2020, we granted 49,020 300,000 72,062 49,020 no Stock Repurchase Program On May 27, 2021, the Board of Directors of the Company authorized and approved a share repurchase program for up to $ 1 There was no time frame or expiration date for the repurchase program, and such program was to remain in place until a maximum of $1.0 million of the Company’s common stock had been repurchased or until such program was suspended or discontinued by the Board of Directors On July 18, 2021, our Board of Directors approved an “at-the-market” offering and paused the Stock Repurchase Program until the offering was complete. On July 22, 2021, our Board of Directors delayed the “at-the-market” offering and reactivated the Stock Repurchase Program. On August 5, 2021, our Board of Directors paused the Stock Repurchase Program until a planned “at-the-market” offering was complete, which “at-the-market” offering was terminated effective on December 5, 2021. On December 10, 2021, the Board of Directors authorized and approved the resumption of the Company’s prior share repurchase program (as modified), as discussed above. The share repurchase program as approved by the Board of Directors on December 10, 2021, modified the prior repurchase program to allow for the repurchase of up to 100,000 There is no time frame for the repurchase program, and such program will remain in place until a maximum of 100,000 shares of the Company’s common stock have been repurchased or until such program is discontinued by the Board of Directors To date, no shares of common stock have been repurchased by the Company. | STOCKHOLDERS’ EQUITY In August 2021, warrants to purchase 5,000 3.00 3.00 5,000 15,000 2020 Equity Compensation Awards On April 14, 2020, the Compensation Committee approved the grant of (a) 5,000 12,500 th 107,100 53,550 On April 14, 2020, the then three independent members of the Board of Directors (Mr. Donald G. Fell, Dr. Pamela Tenaerts, and Mr. Michael L. Peterson), were each awarded 8,987 th 165,000 82,501 2021 Equity Compensation Awards On April 15, 2021, the Board of Directors, with the recommendation of the Compensation Committee, approved the grant of options to purchase an aggregate of 17,500 th five years 4.76 In connection with and pursuant to the independent director compensation policy previously adopted by the Board of Directors, on April 15, 2021, the then three independent members of the Board of Directors (Mr. Donald G. Fell, Dr. Pamela Tenaerts, and Mr. Michael L. Peterson), were each awarded 10,721 55,000 5.13 th 165,000 68,750 16,082 The Board of Directors of the Company, on May 27, 2021, confirmed the vesting of 2,680 In connection with and pursuant to the independent director compensation policy previously adopted by the Board of Directors, on May 27, 2021, the Board of Directors awarded Charles L. Pope, and Christine L. Jennings, each independent members of the Board of Directors appointed to the Board of Directors on May 27, 2021, 10,912 41,250 3.78 64,167 Employment Agreement with Suren Ajjarapu, Chief Executive Officer In connection with our employment agreement with Mr. Suren Ajjarapu, our Chief Executive Officer, no Stock Repurchase Program On May 27, 2021, the Board of Directors of the Company authorized and approved a stock repurchase program for up to $ 1 At the Market Offering On August 5, 2021, our Board of Directors paused the Stock Repurchase Program until the “at-the-market” offering (discussed below) was complete. On August 6, 2021, the Company entered into an Equity Distribution Agreement, relating to an “at-the-market” offering for the sale of up to $ 9 Effective on November 30, 2021, the Company provided the distribution agent notice of the termination of the Equity Distribution Agreement and the ATM Program (each of which were terminated effective December 5, 2021, pursuant to the terms of the Equity Distribution Agreement), and as a result, $ 128,000 No Continuation of the Stock Repurchase Program On December 10, 2021, the Board of Directors authorized and approved the resumption of the Company’s prior share repurchase program. The share repurchase program as approved by the Board of Directors on December 10, 2021, modified the prior repurchase program to allow for the repurchase of up to 100,000 As of December 31, 2021, no |
WARRANTS
WARRANTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants | ||
WARRANTS | NOTE 6 – WARRANTS For the nine-month period ended September 30, 2022, no 3,027 14,584 875 14,584 The Company uses the Black-Scholes pricing model to estimate the fair value of stock-based awards on the date of the grant. There was no The Company’s outstanding and exercisable warrants as of September 30, 2022, are presented below: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Number Outstanding Weighted Average Price Contractual Life In Years Warrants outstanding as of December 31, 2021 44,535 $ 0.32 0.95 $ 208,078 Warrants granted - - - - Warrants forfeited, expired, cancelled (3,027 ) 3.90 - - Warrants exercised (14,584 ) 0.06 - - Warrants outstanding as of September 30, 2022 26,924 $ 0.06 0.75 $ 28,809 Warrants exercisable as of September 30, 2022 26,924 $ 0.06 0.75 $ 28,809 | NOTE 5 - WARRANTS In 2021, warrants to purchase 5,000 5,000 38,216 Note 4 – Stockholders’ Equity For the twelve-month period ended December 31, 2021, warrants to purchase 5,000 15,000 The Company uses the Black-Scholes pricing model to estimate the fair value of stock-based awards on the date of the grant. The compensation cost related to the warrants granted was $ 0 21,640 The following table summarizes the assumptions used to estimate the fair value of the warrants granted during the years ended December 31, 2021 and 2020. SUMMARY OF ASSUMPTIONS USED TO ESTIMATE FAIR VALUE OF WARRANTS GRANTED 2021 2020 Expected dividend yield 0 % 0 % Weighted-average expected volatility 217 % 217 % Weighted-average risk-free interest rate 2.75 % 2.75 % Expected life of warrants 5 5 The Company’s outstanding and exercisable warrants as of December 31, 2021 and 2020 are presented below: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS 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 5,000 $ 0.06 5.00 - Warrants forfeited (33,336 ) $ 2.30 - - Warrants exercised (413,393 ) $ 0.09 - - Warrants Outstanding as of December 31, 2020 82,751 $ 1.33 2.73 $ 352,951 Warrants granted 5,000 $ 3.00 1.48 - Warrants forfeited (38,216 ) $ 2.51 - - Warrants exercised (5,000 ) $ 3.00 - - Warrants Outstanding as of December 31, 2021 44,535 $ 0.32 0.95 $ 208,078 Warrants Exercisable as of December 31, 2021 44,535 $ 0.32 0.95 $ 208,078 |
OPTIONS
OPTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
OPTIONS | NOTE 7 – 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 2,333,333 2,000,000 st beginning in 2021 and ending in 2029 (each a “Date of Determination”), in each case subject to the approval and determination of the administrator of the plan (the Board of Directors or Compensation Committee) on or prior to the applicable Date of Determination, equal to the lesser of (A) ten percent (10%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the administrator. The administrator did not approve an increase in the number of shares covered under the plan as of April 1, 2022 or 2021 For the nine-month period ended September 30, 2022, no 10,207 61,900 no Total compensation cost related to stock options granted was $ 67,439 137,130 The following table represents stock option activity for the nine-month period ended September 30, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number Outstanding Weighted Average Contractual Life in Years Intrinsic Value Options Outstanding as of December 31, 2021 410,964 $ 4.78 4.67 $ 368,417 Options Exercisable as of December 31, 2021 302,191 $ 4.88 4.38 $ 257,186 Options granted - $ - - $ - Options forfeited (10,207 ) $ 4.73 3.91 $ - Options expired (61,900 ) $ 5.56 2.05 $ - Options exercised - $ - - $ - Options outstanding as of September 30, 2022 338,857 $ 4.64 4.26 $ - Options exercisable as of September 30, 2022 286,841 $ 4.64 4.15 $ - | NOTE 6 - 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 2,333,333 2,000,000 st beginning in 2021 and ending in 2029 (each a “Date of Determination”), in each case subject to the approval and determination of the administrator of the plan (the Board of Directors or Compensation Committee) on or prior to the applicable Date of Determination, equal to the lesser of (A) ten percent (10%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the administrator, provided that not more than 25 million shares of common stock may be issued pursuant to the exercise of incentive stock options pursuant to the plan. For 2021, options to purchase 36,700 30,353 21,200 none four-year 4.86 5 For the twelve-month period ended December 31, 2021, options to purchase 30,353 1,821 Under the Black-Scholes option price model, fair value of the options granted in 2021 and 2020 were $ 168,008 557,308 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, 2021 and 2020: SCHEDULE OF ESTIMATE FAIR VALUE OF STOCK OPTIONS 2021 2020 Expected dividend yield 0 % 0 % Weighted-average expected volatility 102 207 % 133 236 % Weighted-average risk-free interest rate 0.25 % 0.25 % Expected life of options 5 5 7 Total compensation cost related to stock options was $ 187,273 448,404 135,118 5 SCHEDULE OF STOCK OPTION ACTIVITY 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 5.53 314,338 Options granted 94,154 4.42 3.97 Options forfeited (15,168 ) 3.18 7.12 Options expired - - - - Options exercised (167 ) 3.00 - - Options Outstanding as of December 31, 2020 425,817 $ 4.44 5.33 $ 597,322 Options Exercisable as of December 31, 2020 282,167 $ 4.52 4.56 $ 384,226 Options granted 36,700 5.74 4.19 - Options forfeited (21,200 ) 6.45 4.11 - Options expired - - - - Options exercised (30,353 ) 0.06 - - Options Outstanding as of December 31, 2021 410,964 $ 4.78 4.67 $ 368,417 Options Exercisable as of December 31, 2021 302,191 $ 4.88 4.38 $ 257,186 |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
CONTINGENCIES | NOTE 8 – CONTINGENCIES Studebaker Defense Group, LLC In July 2020, the Company’s wholly-owned subsidiary, Integra Pharma Solutions, LLC (“Integra”), entered into an agreement with Studebaker Defense Group, LLC (“Studebaker”) wherein Integra would pay Studebaker a down payment of $ 500,000 180,000 500,000 500,000 Sandwave Group Dsn Bhd and Crecom Burj Group SDN BHD In August 2020, Integra, entered into an agreement with Sandwave Group Dsn Bhd (“Sandwave”), wherein Integra would pay Sandwave a down payment of $ 581,250 150,000 581,250 581,250 581,250 GSG PPE, LLC On November 19, 2021, Integra filed a complaint against GSG PPE, LLC (“GSG”) and Gary Waxman (“Waxman”), the owner, alleging three counts of breach of contract for a purchase agreement, a promissory note, and a personal guaranty. Collectively, the company alleges that GSG and Waxman have materially breached all three contracts. In late 2020, GSG and Integra executed a valid initial contract setting the terms of a business transaction. GSG failed to pay Integra approximately 75% of the amount owed to Integra. GSG acknowledged it owed the money and executed a promissory note in favor of Integra in the amount of $ 630,000 630,000 630,000 630,000 743,000 100,000 Jain, et al., v. Memantine, et al. 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 as well as certain unrelated persons, Annapurna Gundlapalli, Gajan Mahendiran and Nexgen Memantine (collectively, defendants), in the Circuit Court of Madison County, Alabama (Case:47-CV-2019-902216.00). The complaint alleged 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 related to ceItain 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. On May 14, 2021, Plaintiffs filed a second amended complaint against the defendants. The second amended complaint alleges causes of action against the defendants including securities fraud, breach of fiduciary duty, violation of the Florida RICO Act, and breach of contract. The operative complaint relates to certain investments alleged to have been made by the plaintiffs in Nexgen Memantine and certain alleged transfers of assets and funds alleged to have been taken by the defendants which are unrelated to the Company. The amended complaint seeks injunctive relief, $ 425,000 In February 2022, a settlement as to Suren Ajjarapu, Annapurna Gundlapalli and the Company was reached and signed. This settlement involved no admission of liability and a full and complete release of all actions after a lump-sum payment of $ 225,000 | CONTINGENCIES Jain, et al., v. Memantine, et al. 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 as well as certain unrelated persons, Annapurna Gundlapalli, Gajan Mahendiran and Nexgen Memantine (collectively, defendants), in the Circuit Court of Madison County, Alabama (Case:47-CV-2019-902216.00). The complaint alleged 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 related to cIrtain 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. On May 14, 2021, Plaintiffs filed a second amended complaint against the defendants. The second amended complaint alleges causes of action against the defendants including securities fraud, breach of fiduciary duty, violation of the Florida RICO Act, and breach of contract. The operative complaint relates to certain investments alleged to have been made by the plaintiffs in Nexgen Memantine and certain alleged transfers of assets and funds alleged to have been taken by the defendants which are unrelated to the Company. The amended complaint seeks injunctive relief, $ 425,000 In February 2022, A settlement as to Suren Ajjarapu, Annapurna Gundlapalli and Trxade Group has been reached and signed. This settlement involves no admission of liability and a full and complete release of all actions after a lump-sum payment of $ 225,000 225,000 A settlement has also been reached regarding defendant Nexgen Memantine, Inc., to which defendant Gajan Mahendiran has objected because of some of the factual recitations. This dispute is before a court-appointed mediator and should not prevent the Ajjarapu/Trxade settlement from being approved, but this is causing some delay. Mahendiran, Ajjarapu, Gundlapalli and Trxade have agreed to move the Court to dismiss all counter and crossclaims that were filed between the defendants in this matter and will do so once the Court approves the settlement. Because the suit against Gajan Mahendiran remains active, it is possible that Trxade may incur future expenses related to its employees being called as witnesses by either or both of the sides. However, it is expected that all liability issues will be resolved once the settlement is finally approved. |
LEASES
LEASES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leases | ||
LEASES | NOTE 9 – LEASES The Company elected the practical expedient under Accounting Standards Update (ASU) 2018-11 “Leases: Targeted Improvements” which allows the Company to apply the transition provision for Topic 842 at the Company’s adoption date instead of at the earliest comparative period presented in the financial statements. Therefore, the Company recognized and measured leases existing at January 1, 2019, but without retrospective application. In addition, the Company elected the optional practical expedient permitted un ecurity nansition guidance which allows the Company to carry forward the historical accounting treatment for existing leases upon adoption. No impact was recorded to the beginning retained earnings for Topic 842. The Company has two operating leases for corporate offices. The following table outlines the details: SCHEDULE OF OPERATING LEASES 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-of-use assets at January 1, 2019 $ 534,140 $ 313,301 Incremental Borrowing Rate 10 % 10 % The Company entered into a new corporate office lease (Lease 1) on January 1, 2022. The Company determined that entering into a new lease required remeasurement of the lease liability resulting in the increase of the right-of-use asset and the associated lease liability by $ 977,220 15,000 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 September 30, 2022. SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES Amounts due within twelve months of September 30, 2022 2022 $ 291,537 2023 300,286 2024 309,294 2025 318,573 2026 122,912 2026 - Thereafter 63,055 Total minimum lease payments 1,405,657 Less: effect of discounting (291,713 ) Present value of future minimum lease payments 1,113,944 Less: current obligations under leases 188,558 Long-term lease obligations $ 925,386 The difference to the balance sheet above is due to the current and long-term remaining lease obligations of the copier operating lease not included in the amount of $ 14,181 For the nine-months ended September 30, 2022, and 2021, amortization of Right of Use Assets was $ 132,847 97,436 120,403 and $ 96,954 | LEASES The Company elected the practical expedient under ASU 2018-11 “ Leases: Targeted Improvements SCHEDULE OF OPERATING LEASES Lease 1 Lease 2 Initial Lease Term January 2021 to December 2021 November 2018 to November 2023 Renewal Lease Term - November 2023 to November 2028 New Initial Lease Term January 2022 to December 2026 - New Renewal Lease Term January 2027 to December 2031 - Initial Recognition of Right to use assets at January 1, 2019 $ 534,140 $ 313,301 New Initial Recognition of Right to use Assets at December 31, 2021 $ 977,220 $ - Incremental Borrowing Rate 10 % 10 % The Company entered into a new corporate office lease (Lease 1) on January 2022. The Company determined that entering into the new lease required remeasurement of the lease liability resulting in the increase of the right-of-use asset and the associated lease liability by $ 977,220 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, 2021. SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES Amounts due within twelve months of December 31 2022 $ 294,932 2023 293,683 2024 302,494 2025 311,569 2026 320,916 Thereafter 105,531 Total minimum lease payments 1,629,125 Less: effect of discounting (380,599 ) Present value of future minimum lease payments 1,248,526 Less: current obligations under leases 178,561 Long-term lease obligations $ 1,069,965 For the years ended December 31, 2021, and 2020, amortization of assets was $ 131,558 97,020 For the years ended December 31, 2021, and 2020, operating lease liabilities paid was $ 131,153 97,033 |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
SEGMENT REPORTING | NOTE 10 – SEGMENT REPORTING 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. The Company classifies its business interests into reportable segments which are: ● Trxade– Inc. - Web based pharmaceutical marketplace platform – B2B sales ● CSP - Community Specialty Pharmacy, LLC – Licensed retail pharmacy – B2C sales ● I–tegra - Integra Pharm–, LLC - Licensed wholesaler of brand, generic and non-drug products – B2B sales ● Unall–cated - Other – corporate overhead expense, Alliance Pharma Solutions, LLC and Bonum Health, LLC SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS Nine Months Ended September 30, 2022 Trxade, Inc. CSP Integra Unallocated Total Revenue $ 4,001,670 $ 905,083 $ 3,949,772 $ 62,787 $ 8,919,312 Gross Profit 4,001,670 (114,387 ) (41,462 ) 62,787 3,908,608 Segment Assets 1,853,474 236,827 454,783 2,111,177 4,689,261 Segment Profit (Loss ) 1,320,138 (363,212 ) (493,203 ) (3,070,562 ) (2,606,839 ) Cost of Sales $ - $ 1,019,470 $ 3,991,234 $ - $ 5,010,704 Nine Months Ended September 30, 2021 Trxade, Inc. CSP Integra Unallocated Total Revenue $ 3,653,269 $ 1,287,296 $ 2,511,270 $ 49,700 $ 7,501,535 Gross Profit 3,652,015 123,470 (319,104 ) 49,362 3,505,743 Segment Assets 1,487,657 (404,174 ) 563,396 3,867,221 5,514,101 Segment Profit (Loss) 1,511,809 (89,025 ) (2,500,032 ) (3,454,295 ) (4,531,543 ) Cost of Sales $ 1,254 $ 1,163,826 $ 2,830,374 $ 338 $ 3,995,792 | 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 (Unallocated). 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. SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS Year Ended December 31, 2021 Trxade, Inc. Community Specialty Pharmacy, LLC Integra Pharma, LLC Unallocated Total Revenue $ 4,924,015 $ 1,652,841 $ 3,250,561 $ 62,016 $ 9,889,433 Gross Profit $ 4,921,084 $ 156,785 $ (393,582 ) $ 61,678 $ 4,745,965 Segment Assets $ 2,273,330 $ (431,593 ) $ 565,619 $ 3,358,808 $ 5,766,164 Segment Profit/Loss $ 1,977,938 $ (128,563 ) $ (2,749,028 ) $ (4,416,230 ) $ (5,315,883 ) Year Ended December 31, 2020 Trxade, Inc. Community Specialty Pharmacy, LLC Integra Pharma, LLC Unallocated Total Revenue $ 5,546,746 $ 1,653,924 $ 9,877,067 $ 44,783 $ 17,122,520 Gross Profit $ 5,546,746 107,771 8,374 $ 44,431 $ 5,707,322 Segment Assets $ 2,076,934 $ (457,784 ) 2,698,357 $ 5,475,195 $ 9,792,702 Segment Profit/Loss $ 3,309,128 $ (900,427 ) $ (531,092 ) $ (4,413,660 ) $ (2,536,051 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS Appointment of Directors On September 30, 2022, Mr. Jeff Newell was appointed to the Board of Directors. Securities Purchase Agreement On October 4, 2022 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor (the “Purchaser”). The Purchase Agreement provided for the sale and issuance by the Company of an aggregate of: (i) 920,000 0.00001 601,740 2,663,045 1.15 1.14999 The Pre-Funded Warrants have cashless exercise rights and to the extent the shares of common stock underlying the Private Placement Warrants are not registered under the Securities Act, the Private Placement Warrants include cashless exercise rights. Under the terms of the Pre-Funded Warrants and Private Placement Warrants, a holder will not be entitled to exercise any portion of any such warrant, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of Common Stock would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Exchange Act) would exceed 4.99 the Company subject to the terms of such warrants, provided that such percentage may in no event exceed 9.99%, and provided further that the Purchaser has elected to increase the ownership limitation to 9.99% in connection with the initial issuance of the Pre-Funded Warrants The Private Placement Warrants may not be exercised by the holder thereof until or unless the Company’s stockholders have approved the issuance of shares of Common Stock upon the exercise of such Private Placement Warrants pursuant to the applicable rules and regulations of the Nasdaq Stock Market, including the issuance of the shares of Common Stock issuable upon exercise of the Private Placement Warrants in excess of 19.99 Stockholder Approval As an additional requirement to the offering, all of the officers and directors of the Company were required to enter into an agreement agreeing to vote all Common Stock over which such persons have voting control as of the record date for the meeting of stockholders of the Company (the “ Voting Agreement The offering of the Shares, Pre-Funded Warrants and Private Placement Warrants resulted in gross proceeds to the Company of approximately $ 1.75 1.5 Additionally, each of the directors and executive officers of the Company, pursuant to lock-up agreements (the “ Lock-Up Agreements We agreed pursuant to the Purchase Agreement that as soon as practicable (and in any event within 60 calendar days of the date of Purchase Agreement), that we would file a registration statement on Form S-1 providing for the resale by the Purchaser of the shares of Common Stock issuable upon exercise of the Private Placement Warrants, use commercially reasonable efforts to cause such registration statement to become effective within 181 days following the closing date of the offerings and to keep such registration statement effective at all times until no Purchaser owns any Private Placement Warrants or shares of Common Stock issuable upon exercise thereof. The date such required registration statement is declared effective is defined herein as the “ Effective Date We also agreed to hold a special meeting of stockholders (which may also be at the annual meeting of stockholders) or take action via written consent of stockholders, at the earliest practical date, but no later than December 20, 2022, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and to solicit proxies from our stockholders in connection therewith. We are required to use our reasonable best efforts to obtain such Shareholder Approval. If we do not obtain Shareholder Approval at the first meeting, we are required to call a meeting every six 19ecurity 19nereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Private Placement Warrants are no longer outstanding. Pursuant to the Purchase Agreement the Company has agreed that, subject to certain exceptions, (i) it will not issue any shares of Common Stock for a period of 90 days following the later of (A) the date of Stockholder Approval and (B) the Effective Date, subject to certain customary and pre-agreed exceptions and that (ii) it will not enter into a variable rate transaction for a period of nine months following the Effective Date. We also agreed to provide the Purchaser a right of participation for 12 months following the closing date to participate up to 25% in any subsequent offering we may undertake of equity or debt. The transactions contemplated by the Purchase Agreement closed on October 7, 2022. On October 4, 2022, the Company also entered into a placement agent agreement (the “ Placement Agent Agreement Placement Agent 7.0 35,000 Nasdaq Shareholder Equity Listing Requirements On July 29, 2022, the Company received a letter from The Nasdaq Stock Market LLC (“ Nasdaq Rule 2,500,000 1,804,533 | NOTE 12 – SUBSEQUENT EVENTS STOCKHOLDERS’ EQUITY In January 2022, warrants to purchase 14,584 0.06 14,584 875 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT – EXCHANGE HEALTH, LLC On February 15, 2022, the Company entered into a relationship with Exchange Health, LLC, a technology company providing an online platform for manufacturers and suppliers to sell and purchase pharmaceuticals (“ Exchange Health SOSRx 51 % by the Company and 49 % by Exchange Health. On February 15, 2022, the Company contributed cash to SOSRx in the amount of $ 325,000 500,000 Promissory Note 400,000 Earn Out Payments Distribution Agreement The Earn Out Payments require the Company to pay (a) $25,000 to Exchange Health if total revenue for SOSRx are over $0.7 million, and $25,000 to Exchange Health if total EBITDA is over $0.5 million, for fiscal year ending 2022; (b) $87,500 to Exchange Health if total revenue for SOSRx is over $3.3 million, and $87,500 to Exchange Health if total EBITDA is over $2.95 million, for fiscal year ending 2023; and (c) $87,500 to Exchange Health if total revenue for SOSRx is over $5.7 million, and $87,500 to Exchange Health if total EBITDA is over $4.9 million, for fiscal year ending 2024, provided that certain amounts will be payable in the event at least 95% of such milestones are met, and such payments will be grossed up or down by up to 5% of such amounts, if such milestone amounts are between 95% and 105% of the required thresholds. Exchange Health contributed certain property, contracts and licenses to SOSRx, having an agreed value of $ 792,500 49 275,000 Asset Contribution Agreement Promissory Note The Promissory Note, which was immediately assigned to Exchange Health, and represents amounts currently due to Exchange Health, bears interest at the rate of the prime rate, plus 2 5.25 166,666.67 41,666.67 Notwithstanding the foregoing, if the Company effectuates a Voluntary Withdrawal (defined below) under the Company Agreement (as discussed below) prior to February 15, 2024 (the “ Earn Out Period Amounts owed under the Promissory Note are secured by the Company’s membership interests in the SOSRx and are a non-recourse obligation of the Company, secured solely by such membership interests. In the event that the Company is delinquent to pay when due (whether at maturity, by reason of acceleration or otherwise) any principal of or interest on the Promissory Note, then if such payment is not made within fifteen days of the due date, then Exchange Health may declare an additional interest fee of 2% of the delinquent amount to be due. If the delinquency is thirty days or more late from the due date, then Exchange Health may declare another additional interest fee of 3%, to make a total of 5%, for the delinquent payment. In the event that we fail to pay when due (whether at maturity, by reason of acceleration or otherwise) any principal of or interest on Promissory Note, then if such payment is not made within sixty days of the due date, then Exchange Health may declare all obligations (including without limitation, outstanding principal and accrued and unpaid interest thereon) under the Promissory Note to be immediately due and payable. SOSRx Operating Agreement The rights of the Company and Exchange Health in connection with SOSRx are set forth in the Operating Agreement of SOSRx (the “ Operating Agreement 25% 50% The Operating Agreement includes customary transfer restrictions on the SOSRx membership interests, right of first refusal rights upon receipt of a bona fide third party offer for purchase of a member’s membership interest (exercisable first by SOSRx and then the other members), preemptive rights (subject to certain exceptions), tag-along rights, and drag-along rights (applying if any greater than 50% Any member of SOSRx has the right to effect a voluntary withdrawal from the Company (a “ Voluntary Withdrawal The Company or its assigns may at any time by written notice to any other member, offer to purchase all (but not less than all) of such other member’s membership interests, which shall be calculated and payable pursuant to a discounted cash flow model. If the buyout is paid to Exchange Health or its successors or assigns, any remaining amounts payable under the Promissory Note become immediately due and payable upon such payment. The Operating Agreement also provides, that without the prior written approval of the unanimous consent of the management committee, a manager or member may not, directly or indirectly, (a) enter into a business relationship with any other person that is materially adverse to the business of SOSRx or an affiliate of SOSRx, or (b) cause any person to reduce or terminate its relationship with SOSRx or any affiliate of SOSRx. The foregoing covenants apply to each member, and each manager during the period in which each manager is a member. Distribution Agreement On February 15, 2022, SOSRx entered into the Distribution Agreement with Integra Pharma Solutions LLC, the Company’s wholly-owned subsidiary (“ Integra Asset Contribution Agreement On February 15, 2022, Exchange Health entered into a Member Asset Contribution Agreement with SOSRx, pursuant to which it contributed certain assets and assigned certain contracts, relating to software, manufacturers and members, to SOSRx, in consideration for its 49 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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. Liquidity 5.99 Note 4 – Stockholders’ Equity Use of Estimates Reclassification Principle of Consolidation Cash and Cash Equivalents Accounts Receivable 615,657 10,539 0 Inventory no 376,348 1,218,020 Beneficial Conversion Features Fair Value of Financial Instruments Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 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 Intangibles Goodwill and Other 0 725,973 Revenue Recognition 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 Compan ecurity nllection 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 Stock-Based Compensation Compensation-Stock Compensation Income Taxes Income Taxes 100 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 had no Income (loss) Per Share 44,535 410,964 The following table sets forth the computation of basic and diluted income (loss) per common share for the years ended December 31, 2021, and 2020: SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER COMMON SHARE December 31, 2021 December 31, 2020 Numerator: Net Income (Loss) $ (5,315,883 ) $ (2,536,051 ) Numerator for basic and dilut–d EPS - income (loss) available to common Shareholders $ (5,315,883 ) $ (2,536,051 ) Denominator: Denominator for basic and diluted EPS – Weighted average shares 8,136,740 7,705,620 Basic Income (Loss) per common share $ (0.65 ) $ (0.33 ) Concentration of Credit Risks and Major Cus–omers 2,332,137 During the years ended December 31, 2021, no sales to customers represented greater than 10% Recent Accounting Pronouncements 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 Recently Issued Accounting Pronouncements Not Yet A–opted ASU 2016-13 The Company does not expect the adoption of this new accounting guidance to have a material impact on its financial position, results of operations, or cash flows. |
SHORT-TERM DEBT AND RELATED PAR
SHORT-TERM DEBT AND RELATED PARTIES DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SHORT-TERM DEBT AND RELATED PARTIES DEBT | NOTE 3 – SHORT-TERM DEBT AND RELATED PARTIES DEBT Related Party Promissory Notes In October 2018, in connection with the acquisition of Community Specialty Pharmacy, LLC, a $ 300,000 10 October 15, 2021 75,000 25,000 3.00 225,000 76,500 At December 31, 2021 and 2020, total related party debt was $ 0 225,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 – INCOME TAXES On December 22, 2017, H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “ Tax Act Federal Tax Rate 35% 21 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 considering tax deductions, exemptions, credits and operating loss carry forwards. At December 31, 2021 and 2020 deferred tax assets consist of the following: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2021 December 31, 2020 Federal loss carryforwards $ 2,347,266 $ 1,309,534 Less: valuation allowance (2,347,266 ) (1,309,534 ) Deferred tax assets $ - $ - 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 $ 10,462,828 |
OTHER RECEIVABLES
OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
OTHER RECEIVABLES | OTHER RECEIVABLES In July 2020, the Company’s wholly-owned subsidiary, Integra, entered into an agreement with Studebaker Defense Group, LLC (“Studebaker”) wherein Integra would pay Studebaker a down payment of $ 500,000 180,000 500,000 500,000 In August 2020, Integra, entered into an agreement with Sandwave Group Dsn Bhd (“Sandwave”), wherein Integra would pay Sandwave a down payment of $ 581,250 150,000 581,250 581,250 th 581,250 On November 19, 2021, Integra filed a complaint against GSG PPE, LLC (“GSG”) and Gary Waxman (“Waxman”), the owner, alleging three counts of breach of contract for a purchase agreement, a promissory note, and a personal guaranty. Collectively, the company alleges that GSG and Waxman have materially breached all three contracts. In late 2020, GSG and Integra executed a valid initial contract setting the terms of a business transaction. GSG failed to pay Integra approximately 75% of the amount owed to Integra. GSG acknowledged it owed the money and executed a promissory note in favor of Integra in the amount of $ 630,000 630,000 630,000 630,000 was recorded as Bad Debt Expense. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Liquidity | Liquidity 5.99 Note 4 – Stockholders’ Equity |
Use of Estimates | Use of Estimates |
Reclassification | Reclassification |
Principle of Consolidation | Principle of Consolidation |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable | Accounts Receivable 615,657 10,539 0 |
Inventory | Inventory no 376,348 1,218,020 |
Beneficial Conversion Features | Beneficial Conversion Features |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 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 Intangibles Goodwill and Other 0 725,973 |
Revenue Recognition | Revenue Recognition 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 Compan ecurity nllection 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 |
Stock-Based Compensation | Stock-Based Compensation Compensation-Stock Compensation |
Income Taxes | Income Taxes Income Taxes 100 |
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 had no |
Income (loss) Per Share | Income (loss) Per Share 44,535 410,964 The following table sets forth the computation of basic and diluted income (loss) per common share for the years ended December 31, 2021, and 2020: SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER COMMON SHARE December 31, 2021 December 31, 2020 Numerator: Net Income (Loss) $ (5,315,883 ) $ (2,536,051 ) Numerator for basic and dilut–d EPS - income (loss) available to common Shareholders $ (5,315,883 ) $ (2,536,051 ) Denominator: Denominator for basic and diluted EPS – Weighted average shares 8,136,740 7,705,620 Basic Income (Loss) per common share $ (0.65 ) $ (0.33 ) |
Concentration of Credit Risks and Major Cus–omers | Concentration of Credit Risks and Major Cus–omers 2,332,137 During the years ended December 31, 2021, no sales to customers represented greater than 10% |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 |
Recently Issued Accounting Pronouncements Not Yet A–opted | Recently Issued Accounting Pronouncements Not Yet A–opted ASU 2016-13 The Company does not expect the adoption of this new accounting guidance to have a material impact on its financial position, results of operations, or cash flows. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE | The following table sets forth the computation of basic and diluted loss per share: SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (528,742 ) $ (1,301,748 ) $ (2,606,839 ) $ (4,531,543 ) Numerator for basic and dilute– EPS - income available to common stockholders (503,003 ) (1,301,748 ) (2,546,913 ) (4,531,543 ) Denominator: Denominator for basic and diluted EPS – weighted average shares 8,249,653 8,163,522 8,203,202 8,126,689 Basic and diluted loss per common share $ (0.06 ) $ (0.16 ) $ (0.31 ) $ (0.56 ) | The following table sets forth the computation of basic and diluted income (loss) per common share for the years ended December 31, 2021, and 2020: SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER COMMON SHARE December 31, 2021 December 31, 2020 Numerator: Net Income (Loss) $ (5,315,883 ) $ (2,536,051 ) Numerator for basic and dilut–d EPS - income (loss) available to common Shareholders $ (5,315,883 ) $ (2,536,051 ) Denominator: Denominator for basic and diluted EPS – Weighted average shares 8,136,740 7,705,620 Basic Income (Loss) per common share $ (0.65 ) $ (0.33 ) |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants | ||
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | The Company’s outstanding and exercisable warrants as of September 30, 2022, are presented below: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Number Outstanding Weighted Average Price Contractual Life In Years Warrants outstanding as of December 31, 2021 44,535 $ 0.32 0.95 $ 208,078 Warrants granted - - - - Warrants forfeited, expired, cancelled (3,027 ) 3.90 - - Warrants exercised (14,584 ) 0.06 - - Warrants outstanding as of September 30, 2022 26,924 $ 0.06 0.75 $ 28,809 Warrants exercisable as of September 30, 2022 26,924 $ 0.06 0.75 $ 28,809 | The Company’s outstanding and exercisable warrants as of December 31, 2021 and 2020 are presented below: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS 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 5,000 $ 0.06 5.00 - Warrants forfeited (33,336 ) $ 2.30 - - Warrants exercised (413,393 ) $ 0.09 - - Warrants Outstanding as of December 31, 2020 82,751 $ 1.33 2.73 $ 352,951 Warrants granted 5,000 $ 3.00 1.48 - Warrants forfeited (38,216 ) $ 2.51 - - Warrants exercised (5,000 ) $ 3.00 - - Warrants Outstanding as of December 31, 2021 44,535 $ 0.32 0.95 $ 208,078 Warrants Exercisable as of December 31, 2021 44,535 $ 0.32 0.95 $ 208,078 |
SUMMARY OF ASSUMPTIONS USED TO ESTIMATE FAIR VALUE OF WARRANTS GRANTED | The following table summarizes the assumptions used to estimate the fair value of the warrants granted during the years ended December 31, 2021 and 2020. SUMMARY OF ASSUMPTIONS USED TO ESTIMATE FAIR VALUE OF WARRANTS GRANTED 2021 2020 Expected dividend yield 0 % 0 % Weighted-average expected volatility 217 % 217 % Weighted-average risk-free interest rate 2.75 % 2.75 % Expected life of warrants 5 5 |
OPTIONS (Tables)
OPTIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
SCHEDULE OF STOCK OPTION ACTIVITY | The following table represents stock option activity for the nine-month period ended September 30, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number Outstanding Weighted Average Contractual Life in Years Intrinsic Value Options Outstanding as of December 31, 2021 410,964 $ 4.78 4.67 $ 368,417 Options Exercisable as of December 31, 2021 302,191 $ 4.88 4.38 $ 257,186 Options granted - $ - - $ - Options forfeited (10,207 ) $ 4.73 3.91 $ - Options expired (61,900 ) $ 5.56 2.05 $ - Options exercised - $ - - $ - Options outstanding as of September 30, 2022 338,857 $ 4.64 4.26 $ - Options exercisable as of September 30, 2022 286,841 $ 4.64 4.15 $ - | SCHEDULE OF STOCK OPTION ACTIVITY 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 5.53 314,338 Options granted 94,154 4.42 3.97 Options forfeited (15,168 ) 3.18 7.12 Options expired - - - - Options exercised (167 ) 3.00 - - Options Outstanding as of December 31, 2020 425,817 $ 4.44 5.33 $ 597,322 Options Exercisable as of December 31, 2020 282,167 $ 4.52 4.56 $ 384,226 Options granted 36,700 5.74 4.19 - Options forfeited (21,200 ) 6.45 4.11 - Options expired - - - - Options exercised (30,353 ) 0.06 - - Options Outstanding as of December 31, 2021 410,964 $ 4.78 4.67 $ 368,417 Options Exercisable as of December 31, 2021 302,191 $ 4.88 4.38 $ 257,186 |
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 grant. The following table summarizes the assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2021 and 2020: SCHEDULE OF ESTIMATE FAIR VALUE OF STOCK OPTIONS 2021 2020 Expected dividend yield 0 % 0 % Weighted-average expected volatility 102 207 % 133 236 % Weighted-average risk-free interest rate 0.25 % 0.25 % Expected life of options 5 5 7 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leases | ||
SCHEDULE OF OPERATING LEASES | SCHEDULE OF OPERATING LEASES 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-of-use assets at January 1, 2019 $ 534,140 $ 313,301 Incremental Borrowing Rate 10 % 10 % | SCHEDULE OF OPERATING LEASES Lease 1 Lease 2 Initial Lease Term January 2021 to December 2021 November 2018 to November 2023 Renewal Lease Term - November 2023 to November 2028 New Initial Lease Term January 2022 to December 2026 - New Renewal Lease Term January 2027 to December 2031 - Initial Recognition of Right to use assets at January 1, 2019 $ 534,140 $ 313,301 New Initial Recognition of Right to use Assets at December 31, 2021 $ 977,220 $ - Incremental Borrowing Rate 10 % 10 % |
SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES | SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES Amounts due within twelve months of September 30, 2022 2022 $ 291,537 2023 300,286 2024 309,294 2025 318,573 2026 122,912 2026 - Thereafter 63,055 Total minimum lease payments 1,405,657 Less: effect of discounting (291,713 ) Present value of future minimum lease payments 1,113,944 Less: current obligations under leases 188,558 Long-term lease obligations $ 925,386 | SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES Amounts due within twelve months of December 31 2022 $ 294,932 2023 293,683 2024 302,494 2025 311,569 2026 320,916 Thereafter 105,531 Total minimum lease payments 1,629,125 Less: effect of discounting (380,599 ) Present value of future minimum lease payments 1,248,526 Less: current obligations under leases 178,561 Long-term lease obligations $ 1,069,965 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS | SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS Nine Months Ended September 30, 2022 Trxade, Inc. CSP Integra Unallocated Total Revenue $ 4,001,670 $ 905,083 $ 3,949,772 $ 62,787 $ 8,919,312 Gross Profit 4,001,670 (114,387 ) (41,462 ) 62,787 3,908,608 Segment Assets 1,853,474 236,827 454,783 2,111,177 4,689,261 Segment Profit (Loss ) 1,320,138 (363,212 ) (493,203 ) (3,070,562 ) (2,606,839 ) Cost of Sales $ - $ 1,019,470 $ 3,991,234 $ - $ 5,010,704 Nine Months Ended September 30, 2021 Trxade, Inc. CSP Integra Unallocated Total Revenue $ 3,653,269 $ 1,287,296 $ 2,511,270 $ 49,700 $ 7,501,535 Gross Profit 3,652,015 123,470 (319,104 ) 49,362 3,505,743 Segment Assets 1,487,657 (404,174 ) 563,396 3,867,221 5,514,101 Segment Profit (Loss) 1,511,809 (89,025 ) (2,500,032 ) (3,454,295 ) (4,531,543 ) Cost of Sales $ 1,254 $ 1,163,826 $ 2,830,374 $ 338 $ 3,995,792 | SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS Year Ended December 31, 2021 Trxade, Inc. Community Specialty Pharmacy, LLC Integra Pharma, LLC Unallocated Total Revenue $ 4,924,015 $ 1,652,841 $ 3,250,561 $ 62,016 $ 9,889,433 Gross Profit $ 4,921,084 $ 156,785 $ (393,582 ) $ 61,678 $ 4,745,965 Segment Assets $ 2,273,330 $ (431,593 ) $ 565,619 $ 3,358,808 $ 5,766,164 Segment Profit/Loss $ 1,977,938 $ (128,563 ) $ (2,749,028 ) $ (4,416,230 ) $ (5,315,883 ) Year Ended December 31, 2020 Trxade, Inc. Community Specialty Pharmacy, LLC Integra Pharma, LLC Unallocated Total Revenue $ 5,546,746 $ 1,653,924 $ 9,877,067 $ 44,783 $ 17,122,520 Gross Profit $ 5,546,746 107,771 8,374 $ 44,431 $ 5,707,322 Segment Assets $ 2,076,934 $ (457,784 ) 2,698,357 $ 5,475,195 $ 9,792,702 Segment Profit/Loss $ 3,309,128 $ (900,427 ) $ (531,092 ) $ (4,413,660 ) $ (2,536,051 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER COMMON SHARE | The following table sets forth the computation of basic and diluted loss per share: SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (528,742 ) $ (1,301,748 ) $ (2,606,839 ) $ (4,531,543 ) Numerator for basic and dilute– EPS - income available to common stockholders (503,003 ) (1,301,748 ) (2,546,913 ) (4,531,543 ) Denominator: Denominator for basic and diluted EPS – weighted average shares 8,249,653 8,163,522 8,203,202 8,126,689 Basic and diluted loss per common share $ (0.06 ) $ (0.16 ) $ (0.31 ) $ (0.56 ) | The following table sets forth the computation of basic and diluted income (loss) per common share for the years ended December 31, 2021, and 2020: SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER COMMON SHARE December 31, 2021 December 31, 2020 Numerator: Net Income (Loss) $ (5,315,883 ) $ (2,536,051 ) Numerator for basic and dilut–d EPS - income (loss) available to common Shareholders $ (5,315,883 ) $ (2,536,051 ) Denominator: Denominator for basic and diluted EPS – Weighted average shares 8,136,740 7,705,620 Basic Income (Loss) per common share $ (0.65 ) $ (0.33 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | At December 31, 2021 and 2020 deferred tax assets consist of the following: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2021 December 31, 2020 Federal loss carryforwards $ 2,347,266 $ 1,309,534 Less: valuation allowance (2,347,266 ) (1,309,534 ) Deferred tax assets $ - $ - |
SCHEDULE OF BASIC AND DILUTIVE
SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||||||||
Net loss | $ (528,742) | $ (1,112,261) | $ (965,836) | $ (1,301,748) | $ (2,578,276) | $ (651,519) | $ (2,606,839) | $ (4,531,543) | $ (5,315,883) | $ (2,536,051) |
Numerator for basic and dilute– EPS - income available to common stockholders | $ (503,003) | $ (1,301,748) | $ (2,546,913) | $ (4,531,543) | $ (5,315,883) | $ (2,536,051) | ||||
Denominator for basic and diluted EPS – weighted average shares | 8,249,653 | 8,163,522 | 8,203,202 | 8,126,689 | 8,136,740 | 7,705,620 | ||||
Basic and diluted loss per common share | $ (0.06) | $ (0.16) | $ (0.31) | $ (0.56) | $ (0.65) | $ (0.33) |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
Feb. 12, 2020 | Oct. 09, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | May 23, 2022 | May 20, 2022 | Feb. 15, 2022 | Dec. 31, 2020 | |
Bad debt expense | $ 98,841 | $ 616,215 | |||||||
Accounts receivable, after allowance for credit loss, current | 850,306 | $ 978,973 | $ 805,043 | ||||||
Warrants to purchase common stock | $ 26,924 | ||||||||
Number of options outstanding | 338,857 | 410,964 | |||||||
Reverse stock split, description | stock split ratio of 1-for-6 | range from one-for-two (1-for-2) to one-for-ten (1-for-10) | |||||||
Single Customer [Member] | |||||||||
Accounts receivable, after allowance for credit loss, current | $ 630,000 | ||||||||
Bonum Health Hub [Member] | |||||||||
Investment Company, Gain (Loss) on Investment Not Meeting Guidelines | $ 143,891 | $ 143,891 | |||||||
Community Specialty Pharmacy, LLC [Member] | |||||||||
Other receivables | $ 1,200,000 | ||||||||
Payment of other receivables | $ 875,000 | ||||||||
Trxade, Inc.[Member] | |||||||||
Ownership percentage | 100% | ||||||||
MedChecks, LLC [Member] | |||||||||
Ownership percentage | 100% | ||||||||
S O S Rx L L C [Member] | |||||||||
Ownership percentage | 51% | ||||||||
Exchange Health LLC [Member] | |||||||||
Ownership percentage | 49% | ||||||||
TRxADE Health Inc [Member] | |||||||||
Ownership percentage | 100% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 18,794,350 | $ 16,247,437 | $ 10,931,554 |
Working capital | 300,000 | ||
Cash balance | $ 321,715 | $ 3,122,578 | $ 5,919,578 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |||
Feb. 15, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Promissory note issued | $ 500,000 | |||
Finite lived intangible asset useful life | 15 years | |||
Amortization of intangible assets | 29,400 | |||
Related party debt | $ 500,000 | $ 0 | ||
Debt instrument principal amount | $ 630,000 | |||
Exchange Health LLC [Member] | ||||
Interest basis spread | 2% | |||
Interest rate | 8.25% | |||
Debt instrument principal amount | $ 166,666.67 | |||
Debt instrument installment amount | 41,666.67 | |||
Exchange Health LLC [Member] | Software and contracts [Member] | ||||
Proceeds from intangible assets. | 792,000 | |||
S O S Rx L L C [Member] | ||||
Related party transaction amount | 325,000 | |||
Promissory note issued | 500,000 | |||
Other commitment | $ 400,000 | |||
S O S Rx L L C [Member] | ||||
Equity method investment, ownership percentage | 51% | |||
Exchange Health LLC [Member] | ||||
Equity method investment, ownership percentage | 49% |
CONTINGENT FUNDING LIABILITIES
CONTINGENT FUNDING LIABILITIES (Details Narrative) - USD ($) | Sep. 30, 2022 | Sep. 14, 2022 | Jun. 27, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Contingent funding liability | $ 542,143 | |||
Receivables agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Contingent funding liability | $ 542,143 | $ 275,000 | $ 550,000 | |
Receivables net current | 396,000 | 792,000 | ||
One-time origination fee | $ 15,000 | $ 27,500 | ||
Interest rate | 36% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Aug. 31, 2022 | Dec. 10, 2021 | Dec. 05, 2021 | Aug. 06, 2021 | May 27, 2021 | Apr. 15, 2021 | Apr. 14, 2020 | Sep. 30, 2022 | Aug. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock issued during period value issued for services | $ 63,126 | $ 12,222 | $ 32,083 | $ 41,250 | $ 100,416 | $ 98,247 | $ 181,163 | $ 1,357,759 | |||||||||||||
Stock-based compensation expense | $ 67,439 | $ 137,130 | $ 64,167 | ||||||||||||||||||
Shares repurchased | 0 | ||||||||||||||||||||
Number of common shares issued for warrants exercised | 8,398,708 | 8,398,708 | 8,398,708 | 8,166,457 | 8,093,199 | ||||||||||||||||
Proceeds from warrant exercises | $ 875 | 15,001 | $ 15,001 | $ 37,606 | |||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock-based compensation expense | $ 0 | 0 | $ 0 | $ 21,640 | |||||||||||||||||
Warrants to purchase shares of common stock | 14,584 | 5,000 | 14,584 | 14,584 | 38,216 | ||||||||||||||||
Exercise price per share | $ 3 | ||||||||||||||||||||
Number of common shares issued for warrants exercised | 5,000 | ||||||||||||||||||||
Proceeds from warrant exercises | $ 15,000 | $ 875 | $ 15,000 | ||||||||||||||||||
Equity Distribution Agreement [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Deferring offering costs | $ 128,000 | ||||||||||||||||||||
Shares of common stock sold | 0 | ||||||||||||||||||||
Equity Distribution Agreement [Member] | Maximum [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Sale of common stock | $ 9,000,000 | ||||||||||||||||||||
Two Thousand Twenty Equity Compensation Awards [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Shares of restricted stock, value | $ 107,100 | ||||||||||||||||||||
Stock-based compensation expense | 53,550 | ||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Share based compensation | $ 37,000 | ||||||||||||||||||||
Share based compensation | 31,896 | ||||||||||||||||||||
Legal Counsel [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Shares of restricted stock | 5,000 | ||||||||||||||||||||
Independent Director Compensation Plan [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Shares of restricted stock, value | $ 165,000 | ||||||||||||||||||||
Stock-based compensation expense | 82,501 | ||||||||||||||||||||
Officers [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Common stock shares issued | 81,895 | ||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock issued during period shares issued for services | 54,525 | ||||||||||||||||||||
Stock issued during period value issued for services | $ 63,250 | ||||||||||||||||||||
Board of Directors [Member] | Stock Repurchase Program [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock repurchase program description | There is no time frame for the repurchase program, and such program will remain in place until a maximum of 100,000 shares of the Company’s common stock have been repurchased or until such program is discontinued by the Board of Directors | There was no time frame or expiration date for the repurchase program, and such program was to remain in place until a maximum of $1.0 million of the Company’s common stock had been repurchased or until such program was suspended or discontinued by the Board of Directors | |||||||||||||||||||
Board of Directors [Member] | Stock Repurchase Program [Member] | Maximum [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Shares repurchase value approved | $ 1,000,000 | ||||||||||||||||||||
Shares repurchased | 100,000 | ||||||||||||||||||||
Board of Directors [Member] | 2021 Equity Compensation Awards [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Options to purchase shares of common stock | 17,500 | ||||||||||||||||||||
Options term | 5 years | ||||||||||||||||||||
Exercise price per share | $ 4.76 | ||||||||||||||||||||
Mr. Donald G. Fell, Dr. Pamela Tenaerts, and Mr. Michael L. Peterson [Member] | 2021 Equity Compensation Awards [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Shares of restricted stock | 10,721 | ||||||||||||||||||||
Shares of restricted stock, value | $ 55,000 | $ 165,000 | 165,000 | ||||||||||||||||||
Shares price per Share | $ 5.13 | ||||||||||||||||||||
Stock-based compensation expense | $ 41,250 | $ 41,250 | 68,750 | ||||||||||||||||||
Mr. Peterson and Ms. Tenaerts [Member] | 2021 Equity Compensation Awards [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Common stock cancelled | 16,082 | ||||||||||||||||||||
Michael L. Peterson and Dr. Pamela Tenaert [Member] | 2021 Equity Compensation Awards [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Shares of common stock vested | 2,680 | ||||||||||||||||||||
Charles L. Pope, and Christine L. Jennings [Member] | 2021 Equity Compensation Awards [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Shares of restricted stock | 10,912 | ||||||||||||||||||||
Shares of restricted stock, value | $ 41,250 | ||||||||||||||||||||
Shares price per Share | $ 3.78 | ||||||||||||||||||||
Stock-based compensation expense | $ 174,869 | $ 431,218 | |||||||||||||||||||
Suren Ajjarapu [Member] | Employment Agreement [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Shares of restricted stock | 49,020 | ||||||||||||||||||||
Shares of restricted stock, value | $ 300,000 | ||||||||||||||||||||
Stock-based compensation expense | $ 0 | ||||||||||||||||||||
Shares of common stock vested | 0 | 49,020 | |||||||||||||||||||
Incremental value | $ 72,062 | ||||||||||||||||||||
Howard A Doss [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Shares of restricted stock | 12,500 | ||||||||||||||||||||
Mr Donald G Fell Dr Pamel Tenaerts And Mr Michaell Peterson [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Shares of restricted stock | 8,987 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | |||
Number of Outstanding Shares, Warrants Outstanding Beginning | 44,535 | 82,751 | 524,480 |
Weighted Average Exercise Price, Outstanding Beginning | $ 0.32 | $ 1.33 | $ 0.42 |
Contractual Life in Years Warrants Outstanding, Beginning | 11 months 12 days | 2 years 8 months 23 days | 2 years 4 months 20 days |
Aggregate Intrinsic Value Outstanding Beginning | $ 208,078 | $ 352,951 | $ 3,273,897 |
Number of Outstanding Shares, Warrants Outstanding Beginning | 5,000 | 5,000 | |
Weighted Average Exercise Price, Outstanding Beginning | $ 3 | $ 0.06 | |
Number of Outstanding Shares, Warrants Outstanding Beginning | (3,027) | (38,216) | (33,336) |
Weighted Average Exercise Price, Outstanding Beginning | $ 3.90 | $ 2.51 | $ 2.30 |
Number of Outstanding Shares, Warrants Outstanding Beginning | (14,584) | (5,000) | (413,393) |
Weighted Average Exercise Price, Outstanding Beginning | $ 0.06 | $ 3 | $ 0.09 |
Number of Outstanding Shares, Warrants Outstanding Beginning | 26,924 | 44,535 | 82,751 |
Weighted Average Exercise Price, Outstanding Beginning | $ 0.06 | $ 0.32 | $ 1.33 |
Contractual Life in Years Warrants, Warrants Exercisable Ending | 9 months | 11 months 12 days | |
Aggregate Intrinsic Value Outstanding Ending | $ 28,809 | $ 208,078 | $ 352,951 |
Number of Outstanding Shares, Warrants Outstanding Beginning | 26,924 | 44,535 | |
Weighted Average Exercise Price, Outstanding Beginning | $ 0.06 | $ 0.32 | |
Aggregate Intrinsic Value Warrants Exercisable Ending | $ 28,809 | $ 208,078 | |
Contractual Life in Years Warrants Outstanding, Granted | 1 year 5 months 23 days | 5 years | |
Contractual Life in Years Warrants Outstanding Ending | 11 months 12 days |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants granted | 5,000 | 5,000 | |||
Warrants exercised | 14,584 | 5,000 | 413,393 | ||
Proceeds from warrant exercises | $ 875 | $ 15,001 | $ 15,001 | $ 37,606 | |
Share-based payment arrangement, noncash expense | $ 67,439 | 137,130 | $ 64,167 | ||
Warrant [Member] | |||||
Warrants granted | 0 | 5,000 | |||
Warrants, expired | 3,027 | ||||
Warrants exercised | 14,584 | 5,000 | |||
Proceeds from warrant exercises | $ 15,000 | $ 875 | $ 15,000 | ||
Warrants to purchase common stock | 5,000 | 14,584 | 38,216 | ||
Share-based payment arrangement, noncash expense | $ 0 | $ 0 | $ 0 | $ 21,640 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Stock Options [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options Outstanding, Beginning Balance | 410,964 | 425,817 | 346,998 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 4.78 | $ 4.44 | $ 4.39 |
Contractual Life in Years Outstanding, Beginning Balance | 4 years 8 months 1 day | 5 years 3 months 29 days | 6 years 9 months 7 days |
Intrinsic Value Outstanding, Beginning Balance | $ 368,417 | $ 597,322 | $ 817,220 |
Number of Options Exercisable, Beginning Balance | 302,191 | 282,167 | 207,485 |
Weighted Average Exercise Price Exercisable, Beginning Balance | $ 4.88 | $ 4.52 | $ 5.29 |
Contractual Life in Years Exercisable, Beginning Balance | 4 years 4 months 17 days | 4 years 6 months 21 days | 5 years 6 months 10 days |
Intrinsic Value Outstanding, Beginning Balance | $ 257,186 | $ 384,226 | $ 314,338 |
Number of Options, Granted | 36,700 | 94,154 | |
Weighted Average Exercise Price, Grants | $ 5.74 | $ 4.42 | |
Number of Options Outstanding, Beginning Balance | (10,207) | (21,200) | (15,168) |
Weighted Average Exercise Price, Forfeited | $ 4.73 | $ 6.45 | $ 3.18 |
Contractual Life in Years, Forfeited | 3 years 10 months 28 days | 4 years 1 month 9 days | 7 years 1 month 13 days |
Number of Options Outstanding, Beginning Balance | (61,900) | ||
Weighted Average Exercise Price, Expired | $ 5.56 | ||
Contractual Life in Years, Expired | 2 years 18 days | ||
Number of Options Outstanding, Beginning Balance | (30,353) | (167) | |
Weighted Average Exercise Price, Exercised | $ 0.06 | $ 3 | |
Number of Options Outstanding, Ending Balance | 338,857 | 410,964 | 425,817 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ 4.64 | $ 4.78 | $ 4.44 |
Contractual Life in Years Outstanding, Ending Balance | 4 years 3 months 3 days | 4 years 8 months 1 day | |
Intrinsic Value Outstanding, Beginning Balance | $ 368,417 | $ 597,322 | |
Number of Options Exercisable, Ending Balance | 286,841 | 302,191 | 282,167 |
Weighted Average Exercise Price Exercisable, Ending Balance | $ 4.64 | $ 4.88 | $ 4.52 |
Intrinsic Value Exercisable, Ending Balance | 4 years 1 month 24 days | 4 years 4 months 17 days | |
Intrinsic Value Outstanding, Beginning Balance | $ 257,186 | $ 384,226 | |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTermGranted] | 4 years 2 months 8 days | 3 years 11 months 19 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period | 61,900 |
OPTIONS (Details Narrative)
OPTIONS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options expense | $ 67,439 | $ 137,130 | $ 64,167 | |
Proceeds from issuance of common stock | $ 5,994,424 | |||
Fair value of options granted | 168,008 | 557,308 | ||
Stock option expense | $ 67,439 | $ 191,305 | 187,273 | $ 448,404 |
Unrecognized compensation costs related to stock options | $ 135,118 | |||
Unrecognized compensation costs related to stock options, expected weighted average period | 5 years | |||
Share-Based Payment Arrangement [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options to purchase common stock granted | 0 | 36,700 | ||
Options to purchase common stock forfeited | 10,207 | 21,200 | ||
Options to purchase common stock expired | 61,900 | 0 | ||
Number of options, exercised | 0 | 30,353 | ||
Options vesting period | 4 years | |||
Options grants in period, weighted average exercise price | $ 4.86 | |||
Option term | 5 years | |||
Proceeds from issuance of common stock | $ 1,821 | |||
Stock Option Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options to purchase common stock granted | 2,333,333 | 2,333,333 | ||
Second Amended and Restated 2019 Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock issued during period, shares | 2,000,000 | 2,000,000 | ||
Share-based payment award, description | beginning in 2021 and ending in 2029 (each a “Date of Determination”), in each case subject to the approval and determination of the administrator of the plan (the Board of Directors or Compensation Committee) on or prior to the applicable Date of Determination, equal to the lesser of (A) ten percent (10%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the administrator. The administrator did not approve an increase in the number of shares covered under the plan as of April 1, 2022 or 2021 | beginning in 2021 and ending in 2029 (each a “Date of Determination”), in each case subject to the approval and determination of the administrator of the plan (the Board of Directors or Compensation Committee) on or prior to the applicable Date of Determination, equal to the lesser of (A) ten percent (10%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the administrator, provided that not more than 25 million shares of common stock may be issued pursuant to the exercise of incentive stock options pursuant to the plan. |
CONTINGENCIES (Details Narrativ
CONTINGENCIES (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
May 14, 2021 USD ($) | Aug. 14, 2020 Integer | Feb. 28, 2022 USD ($) | Aug. 31, 2020 USD ($) Integer | Jul. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jul. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Loss on inventory investment | $ 1,285 | $ 1,226,426 | $ 1,226,426 | |||||||||||
Debt instrument face amount | $ 630,000 | 630,000 | ||||||||||||
Attorney fees | 630,000 | 630,000 | ||||||||||||
Bad debt expense | $ 630,000 | |||||||||||||
Compensatory amount value | $ 425,000 | |||||||||||||
Settlement payment amount | $ 225,000 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Settlement payment amount | $ 225,000 | |||||||||||||
Waxman [Member] | ||||||||||||||
Debt instrument face amount | $ 630,000 | 630,000 | $ 630,000 | |||||||||||
Attorney fees | $ 743,000 | |||||||||||||
Integra [Member] | Studebaker Defense Group, LLC [Member] | ||||||||||||||
Down payment | $ 500,000 | $ 500,000 | ||||||||||||
Number of nitrile gloves delivered | Integer | 180,000 | |||||||||||||
Loss contingency, damages sought, value | $ 500,000 | |||||||||||||
Loss on inventory investment | $ 500,000 | $ 500,000 | ||||||||||||
Integra [Member] | Sandwave Group Dsn Bhd [Member] | ||||||||||||||
Down payment | $ 581,250 | |||||||||||||
Number of nitrile gloves delivered | Integer | 150,000 | |||||||||||||
Loss contingency, damages sought, value | $ 581,250 | |||||||||||||
Loss on inventory investment | $ 581,250 | 581,250 | ||||||||||||
Integra [Member] | Crecom Burj Group SDN BHD [Member] | ||||||||||||||
Loss contingency, damages sought, value | $ 581,250 | |||||||||||||
GSG PPE LLC [Member] | ||||||||||||||
Payment received | $ 100,000 |
SCHEDULE OF OPERATING LEASES (D
SCHEDULE OF OPERATING LEASES (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Recognition of Right to use assets | $ 1,100,186 | $ 1,233,033 | $ 387,371 | |
Lease 1 [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Initial Lease Term | December 2017 to December 2021 | January 2021 to December 2021 | ||
Renewal Lease Term | January 2021 to December 2024 | |||
Recognition of Right to use assets | $ 977,220 | $ 534,140 | ||
Incremental Borrowing Rate | 10% | 10% | ||
New Initial Lease Term | January 2022 to December 2026 | |||
New Renewal Lease Term | January 2027 to December 2031 | |||
Lease 2 [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Initial Lease Term | November 2018 to November 2023 | November 2018 to November 2023 | ||
Renewal Lease Term | November 2023 to November 2028 | November 2023 to November 2028 | ||
Recognition of Right to use assets | $ 313,301 | |||
Incremental Borrowing Rate | 10% | 10% | ||
New Initial Lease Term | ||||
New Renewal Lease Term |
SCHEDULE OF FUTURE MINIMUM PAYM
SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
2022 | $ 291,537 | |
2022 | 300,286 | $ 294,932 |
2023 | 309,294 | 293,683 |
2024 | 318,573 | 302,494 |
2025 | 122,912 | 311,569 |
2026 | 320,916 | |
Thereafter | 63,055 | 105,531 |
Total minimum lease payments | 1,405,657 | 1,629,125 |
Less: effect of discounting | (291,713) | (380,599) |
Present value of future minimum lease payments | 1,113,944 | 1,248,526 |
Less: current obligations under leases | 188,558 | 178,561 |
Long-term lease obligations | $ 925,386 | $ 1,069,965 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||||
Increase in right-of-use asset | $ 977,220 | $ 977,220 | ||
Initial lease liability | 15,000 | |||
Lease payments | 14,181 | |||
Operating lease amortization expense | 132,847 | $ 97,436 | 131,558 | $ 97,020 |
Payment for operating lease liabilities | $ 120,403 | $ 96,954 | 131,153 | $ 97,033 |
Increase in lease liability | $ 977,220 |
SCHEDULE OF BUSINESS INTERESTS
SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ 2,400,311 | $ 2,550,046 | $ 8,919,312 | $ 7,501,535 | $ 9,889,433 | $ 17,122,520 | ||||
Gross Profit | 1,401,991 | 1,281,041 | 3,908,608 | 3,505,743 | 4,745,965 | 5,707,322 | ||||
Segment Assets | 4,689,261 | 5,514,101 | 4,689,261 | 5,514,101 | 5,766,164 | 9,792,702 | ||||
Segment Profit/Loss | (528,742) | $ (1,112,261) | $ (965,836) | (1,301,748) | $ (2,578,276) | $ (651,519) | (2,606,839) | (4,531,543) | (5,315,883) | (2,536,051) |
Cost of Sales | 5,010,704 | 3,995,792 | ||||||||
Trxade, Inc.[Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 4,001,670 | 3,653,269 | 4,924,015 | 5,546,746 | ||||||
Gross Profit | 4,001,670 | 3,652,015 | 4,921,084 | 5,546,746 | ||||||
Segment Assets | 1,853,474 | 1,487,657 | 1,853,474 | 1,487,657 | 2,273,330 | 2,076,934 | ||||
Segment Profit/Loss | 1,320,138 | 1,511,809 | 1,977,938 | 3,309,128 | ||||||
Cost of Sales | 1,254 | |||||||||
Community Specialty Pharmacy, LLC [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 905,083 | 1,287,296 | 1,652,841 | 1,653,924 | ||||||
Gross Profit | (114,387) | 123,470 | 156,785 | 107,771 | ||||||
Segment Assets | 236,827 | (404,174) | 236,827 | (404,174) | (431,593) | (457,784) | ||||
Segment Profit/Loss | (363,212) | (89,025) | (128,563) | (900,427) | ||||||
Cost of Sales | 1,019,470 | 1,163,826 | ||||||||
Integra Pharma, LLC [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 3,949,772 | 2,511,270 | 3,250,561 | 9,877,067 | ||||||
Gross Profit | (41,462) | (319,104) | (393,582) | 8,374 | ||||||
Segment Assets | 454,783 | 563,396 | 454,783 | 563,396 | 565,619 | 2,698,357 | ||||
Segment Profit/Loss | (493,203) | (2,500,032) | (2,749,028) | (531,092) | ||||||
Cost of Sales | 3,991,234 | 2,830,374 | ||||||||
Other Segments [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 62,787 | 49,700 | 62,016 | 44,783 | ||||||
Gross Profit | 62,787 | 49,362 | 61,678 | 44,431 | ||||||
Segment Assets | $ 2,111,177 | $ 3,867,221 | 2,111,177 | 3,867,221 | 3,358,808 | 5,475,195 | ||||
Segment Profit/Loss | (3,070,562) | (3,454,295) | $ (4,416,230) | $ (4,413,660) | ||||||
Cost of Sales | $ 338 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Oct. 04, 2022 | Feb. 15, 2022 | Jan. 31, 2022 | Aug. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 29, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2019 | |
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||
Stockholders equity | $ 1,356,578 | $ 4,617,295 | $ 3,770,173 | $ 8,679,158 | $ 1,804,533 | $ 2,887,578 | $ 5,786,977 | $ 8,201,624 | $ 4,140,217 | |||||
Common stock issued | 8,398,708 | 8,166,457 | 8,093,199 | |||||||||||
Proceeds from warrant exercises | $ 875 | 15,001 | $ 15,001 | $ 37,606 | ||||||||||
Promissory notes issued | 500,000 | |||||||||||||
Debt instrument principal amount | $ 630,000 | |||||||||||||
Exchange Health LLC [Member] | ||||||||||||||
Interest basis spread | 2% | |||||||||||||
Interest rate | 8.25% | |||||||||||||
Debt instrument principal amount | $ 166,666.67 | |||||||||||||
Debt instrument installment amount | $ 41,666.67 | |||||||||||||
S O S Rx L L C [Member] | ||||||||||||||
Equity method investment ownership percentage | 51% | |||||||||||||
Exchange Health LLC [Member] | ||||||||||||||
Equity method investment ownership percentage | 49% | |||||||||||||
S O S Rx L L C [Member] | ||||||||||||||
Agreed cash payment | $ 325,000 | |||||||||||||
Promissory notes issued | 500,000 | |||||||||||||
Earn out payment | $ 400,000 | |||||||||||||
Minimum [Member] | The Nasday Stock Market L L C [Member] | ||||||||||||||
Stockholders equity | $ 2,500,000 | |||||||||||||
Warrant [Member] | ||||||||||||||
Warrants exercise price | $ 3 | |||||||||||||
Common stock issued | 5,000 | |||||||||||||
Proceeds from warrant exercises | $ 15,000 | $ 875 | $ 15,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||||
Common Stock Issued from Offering, Shares | 920,000 | |||||||||||||
Common stock, par value | $ 0.00001 | |||||||||||||
Warrants price per share | $ 1.15 | |||||||||||||
Percentage of common stock outstanding | 4.99% | |||||||||||||
Warrants percentage description | the Company subject to the terms of such warrants, provided that such percentage may in no event exceed 9.99%, and provided further that the Purchaser has elected to increase the ownership limitation to 9.99% in connection with the initial issuance of the Pre-Funded Warrants | |||||||||||||
Percentage of issued and outstanding common stock | 19.99% | |||||||||||||
Proceeds from issuance of warrants | $ 1,750,000 | |||||||||||||
Proceeds from company offering | $ 1,500,000 | |||||||||||||
Milestone description | The Earn Out Payments require the Company to pay (a) $25,000 to Exchange Health if total revenue for SOSRx are over $0.7 million, and $25,000 to Exchange Health if total EBITDA is over $0.5 million, for fiscal year ending 2022; (b) $87,500 to Exchange Health if total revenue for SOSRx is over $3.3 million, and $87,500 to Exchange Health if total EBITDA is over $2.95 million, for fiscal year ending 2023; and (c) $87,500 to Exchange Health if total revenue for SOSRx is over $5.7 million, and $87,500 to Exchange Health if total EBITDA is over $4.9 million, for fiscal year ending 2024, provided that certain amounts will be payable in the event at least 95% of such milestones are met, and such payments will be grossed up or down by up to 5% of such amounts, if such milestone amounts are between 95% and 105% of the required thresholds. | |||||||||||||
Debt instrument delinquent payment description | In the event that the Company is delinquent to pay when due (whether at maturity, by reason of acceleration or otherwise) any principal of or interest on the Promissory Note, then if such payment is not made within fifteen days of the due date, then Exchange Health may declare an additional interest fee of 2% of the delinquent amount to be due. If the delinquency is thirty days or more late from the due date, then Exchange Health may declare another additional interest fee of 3%, to make a total of 5%, for the delinquent payment. | |||||||||||||
Subsequent Event [Member] | Exchange Health LLC [Member] | ||||||||||||||
Interest basis spread | 2% | |||||||||||||
Interest rate | 5.25% | |||||||||||||
Debt instrument principal amount | $ 166,666.67 | |||||||||||||
Debt instrument installment amount | $ 41,666.67 | |||||||||||||
Subsequent Event [Member] | S O S Rx L L C [Member] | ||||||||||||||
Equity method investment ownership percentage | 51% | |||||||||||||
Subsequent Event [Member] | Exchange Health LLC [Member] | ||||||||||||||
Equity method investment ownership percentage | 49% | |||||||||||||
Subsequent Event [Member] | S O S Rx L L C [Member] | ||||||||||||||
Agreed cash payment | $ 325,000 | |||||||||||||
Promissory notes issued | 500,000 | |||||||||||||
Earn out payment | 400,000 | |||||||||||||
Contribution of property | 792,500 | |||||||||||||
Cash payments | $ 275,000 | |||||||||||||
Subsequent Event [Member] | Placement Agent Agreement [Member] | ||||||||||||||
Percentage of cash fee | 7% | |||||||||||||
Warrants and reimbursed expense | $ 35,000 | |||||||||||||
Subsequent Event [Member] | Operating Agreement [Member] | Minimum [Member] | S O S Rx L L C [Member] | ||||||||||||||
Equity method investment ownership percentage | 25% | |||||||||||||
Subsequent Event [Member] | Operating Agreement [Member] | Maximum [Member] | S O S Rx L L C [Member] | ||||||||||||||
Equity method investment ownership percentage | 50% | |||||||||||||
Subsequent Event [Member] | Asset Contribution Agreement [Member] | Exchang Health L L C [Member] | ||||||||||||||
Equity method investment ownership percentage | 49% | |||||||||||||
Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||||||||||
Warrants issued to purchase common stock | 2,663,045 | |||||||||||||
Subsequent Event [Member] | Pre Funded Warrants [Member] | ||||||||||||||
Warrants issued to purchase common stock | 601,740 | |||||||||||||
Warrants exercise price | $ 1.14999 | |||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||
Warrants issued to purchase common stock | 14,584 | |||||||||||||
Warrants exercise price | $ 0.06 | |||||||||||||
Common stock issued | 14,584 | |||||||||||||
Proceeds from warrant exercises | $ 875 |
SCHEDULE OF BASIC AND DILUTIV_2
SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||||
Net Income (Loss) | $ (503,003) | $ (1,301,748) | $ (2,546,913) | $ (4,531,543) | $ (5,315,883) | $ (2,536,051) |
Numerator for basic and dilut–d EPS - income (loss) available to common Shareholders | $ (503,003) | $ (1,301,748) | $ (2,546,913) | $ (4,531,543) | $ (5,315,883) | $ (2,536,051) |
Denominator for basic and diluted EPS – Weighted average shares | 8,249,653 | 8,163,522 | 8,203,202 | 8,126,689 | 8,136,740 | 7,705,620 |
Basic Income (Loss) per common share | $ (0.06) | $ (0.16) | $ (0.31) | $ (0.56) | $ (0.65) | $ (0.33) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||
Proceeds from issuance of common stock | $ 5,994,424 | |||
Bad debt expense | $ (98,841) | $ 616,215 | 615,657 | 10,539 |
Recovery of bad debt | 0 | 0 | ||
Reserve for inventory obsolescence | 0 | |||
Write down of inventory | 376,348 | 1,218,020 | ||
Loss on impairment of goodwill | $ 0 | $ 725,973 | ||
Valuation allowance percentage | 100% | |||
Equity investment | $ 0 | |||
Warrants outstanding | 44,535 | |||
Number of options outstanding | 338,857 | 410,964 | ||
Cash, uninsured amount | $ 2,332,137 | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 10% | |||
Equity Investment [Member] | ||||
Product Information [Line Items] | ||||
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. |
SUMMARY OF ASSUMPTIONS USED TO
SUMMARY OF ASSUMPTIONS USED TO ESTIMATE FAIR VALUE OF WARRANTS GRANTED (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 217 | 217 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 2.75 | 2.75 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, term | 5 years | 5 years |
SCHEDULE OF ESTIMATE FAIR VALUE
SCHEDULE OF ESTIMATE FAIR VALUE OF STOCK OPTIONS (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Expected dividend yield | 0% | 0% |
Weighted-average risk-free interest rate | 0.25% | 0.25% |
Expected life of options | 5 years | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-average risk-free interest rate | 102% | 133% |
Expected life of options | 5 years | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-average risk-free interest rate | 207% | 236% |
Expected life of options | 7 years |
SHORT-TERM DEBT AND RELATED P_2
SHORT-TERM DEBT AND RELATED PARTIES DEBT (Details Narrative) - USD ($) | 1 Months Ended | ||||
Oct. 31, 2019 | Oct. 31, 2018 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||||
Related party debt | $ 166,667 | $ 225,000 | |||
Community Specialty Pharmacy, LLC [Member] | Related Party Promissory Note [Member] | Nikul Panchal [Member] | |||||
Short-Term Debt [Line Items] | |||||
Promissory note issued | $ 300,000 | ||||
Interest rate | 10% | ||||
Maturity date | Oct. 15, 2021 | ||||
Notes converted | $ 75,000 | ||||
Shares issued upon conversion | 25,000 | ||||
Share price per share | $ 3 | ||||
Principal owed | $ 225,000 | ||||
Loss on conversion of debt | $ 76,500 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Federal loss carryforwards | $ 2,347,266 | $ 1,309,534 |
Less: valuation allowance | (2,347,266) | (1,309,534) |
Deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 21, 2017 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal corporate income tax rate | 35% | 21% |
Net operating loss carry forwards | $ 10,462,828 |
OTHER RECEIVABLES (Details Narr
OTHER RECEIVABLES (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Aug. 14, 2020 Integer | Aug. 31, 2020 USD ($) Integer | Jul. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jul. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Loss on Inventory Investment | $ 1,285 | $ 1,226,426 | $ 1,226,426 | |||||||||
Debt Instrument, Face Amount | $ 630,000 | 630,000 | ||||||||||
Attorney fees | 630,000 | 630,000 | ||||||||||
Bad debt expenses | $ 630,000 | |||||||||||
Waxman [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 630,000 | 630,000 | $ 630,000 | |||||||||
Attorney fees | $ 743,000 | |||||||||||
Integra [Member] | Studebaker Defense Group, LLC [Member] | ||||||||||||
Down payment | $ 500,000 | $ 500,000 | ||||||||||
Number of nitrile gloves delivered | Integer | 180,000 | |||||||||||
Loss contingency, damages sought, value | $ 500,000 | |||||||||||
Loss on Inventory Investment | $ 500,000 | $ 500,000 | ||||||||||
Integra [Member] | Sandwave Group Dsn Bhd [Member] | ||||||||||||
Down payment | $ 581,250 | |||||||||||
Number of nitrile gloves delivered | Integer | 150,000 | |||||||||||
Loss contingency, damages sought, value | $ 581,250 | |||||||||||
Loss on Inventory Investment | $ 581,250 | $ 581,250 | ||||||||||
Integra [Member] | Crecom Burj Group SDN BHD [Member] | ||||||||||||
Loss contingency, damages sought, value | $ 581,250 |