Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Entity Addresses [Line Items] | |
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 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
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 |
Contact Personnel Name | Suren Ajjarapu |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 1,133,633 | $ 3,122,578 |
Accounts receivable, net | 728,964 | 978,973 |
Inventory | 119,582 | 56,279 |
Prepaid assets | 110,944 | 216,414 |
Total Current Assets | 2,093,123 | 4,374,244 |
Property plant and equipment, net | 65,214 | 98,751 |
Intangible assets and capitalized software, net | 450,845 | |
Deposits | 49,029 | 60,136 |
Operating lease right-of-use assets | 1,051,815 | 1,233,033 |
Total Assets | 3,710,026 | 5,766,164 |
Current Liabilities | ||
Accounts payable | 729,153 | 477,028 |
Accrued liabilities | 290,013 | 270,437 |
Other current liabilities | 67,517 | |
Contingent funding liabilities | 108,036 | |
Current portion lease liabilities | 196,872 | 178,561 |
Warrant liability | 588,533 | |
Notes payable— related party | 166,667 | |
Total Current liabilities | 2,146,791 | 926,026 |
Long Term Liabilities | ||
Other long-term liabilities — leases | 887,035 | 1,069,965 |
Notes payable- related party | 333,333 | |
Total Liabilities | 3,367,159 | 1,995,991 |
Stockholders’ Equity | ||
Series A preferred stock, $0.00001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and December 31, 2021. | ||
Common stock, $0.00001 par value; 100,000,000 shares authorized; 9,393,708, and 8,166,457 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 99 | 82 |
Additional paid-in capital | 20,482,573 | 20,017,528 |
Retained deficit | (19,719,536) | (16,247,437) |
Total TRxADE Health, Inc. stockholders’ equity | 763,136 | 3,770,173 |
Non-controlling interest in subsidiary | (420,269) | |
Total stockholders’ equity | 342,867 | 3,770,173 |
Total Liabilities and Stockholders’ Equity | $ 3,710,026 | $ 5,766,164 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 9,393,708 | 8,166,457 |
Common stock, shares outstanding | 9,393,708 | 8,166,457 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 11,448,265 | $ 9,889,433 |
Cost of Sales | 5,997,049 | 5,143,468 |
Gross Profit | 5,451,216 | 4,745,965 |
Operating Expenses: | ||
Impairment of intangible asset | 792,500 | |
Loss on inventory investment | 875,250 | 1,226,426 |
Loss on write-down of inventory | 376,348 | |
Wage and salary expense | 3,941,475 | 3,846,522 |
Professional fees | 519,642 | 1,094,917 |
Accounting and legal expense | 830,355 | 697,825 |
Technology expense | 1,160,856 | 899,705 |
General and administrative | 1,755,433 | 1,896,515 |
Total operating expenses | 9,875,511 | 10,038,258 |
Operating Loss | (4,424,295) | (5,292,293) |
Other income (expense) | ||
Change in fair value of warrant liability | 825,544 | |
Interest income | 20,989 | |
Gain on disposal of asset | 4,100 | |
Interest expense | (336,206) | (23,590) |
Total nonoperating expense | 514,427 | (23,590) |
Net Loss | (3,909,868) | (5,315,883) |
Net loss attributable to TRxADE Health, Inc. | (3,472,099) | (5,315,883) |
Net loss attributable to non-controlling interests | $ (437,769) | |
Net loss per common share — basic and diluted | $ (0.41) | $ (0.65) |
Weighted average common shares outstanding - basic and diluted | 8,472,946 | 8,136,740 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
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 | 181,163 | 181,163 | ||||
Common stock issued for services, shares | 37,905 | |||||
Warrants exercised for cash | $ 1 | 15,000 | 15,001 | |||
Warrants exercised for cash, shares | 5,000 | |||||
Warrants expense | 21,640 | 21,640 | ||||
Option exercised for cash | 1,821 | 1,821 | ||||
Options exercised for cash, shares | 30,353 | |||||
Options expense | 187,273 | 187,273 | ||||
Net loss | (5,315,883) | (5,315,883) | ||||
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 | |||||
Common stock issued for services | $ 2 | 254,104 | 254,106 | |||
Common stock issued for services, shares | 292,667 | |||||
Warrants exercised for cash | $ 0 | 875 | 875 | |||
Warrants exercised for cash, shares | 14,584 | |||||
Options expense | 79,163 | 79,163 | ||||
Net loss | (3,472,099) | (437,769) | (3,909,868) | |||
Capital Contributions | 792,500 | 792,500 | ||||
Capital Distribution | (775,000) | (775,000) | ||||
Common stock issued for placement, net issuance costs | $ 15 | 130,903 | 130,918 | |||
Common stock issued for placement, net issuance costs, shares | 920,000 | |||||
Ending balance, value at Dec. 31, 2022 | $ 99 | $ 20,482,573 | $ (19,719,536) | $ (420,269) | $ 342,867 | |
Ending balance, shares at Dec. 31, 2022 | 9,393,708 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (3,909,868) | $ (5,315,883) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 14,637 | 7,351 |
Options expense | 79,163 | 187,273 |
Common stock issued for services | 254,106 | 181,163 |
Bad debt expense | (246,683) | 615,657 |
Warrant Expense | 21,640 | |
Loss on write-off of intangible asset | 792,500 | |
Loss on write-down of inventory | 376,348 | |
Loss on inventory investments | 875,250 | 143,891 |
Gain on sale of asset | (4,100) | |
Amortization of right of use assets | 181,218 | 131,558 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 496,692 | (789,587) |
Prepaid assets and deposits | 336,928 | (103,666) |
Inventory | (63,303) | 825,127 |
Other receivables | (875,250) | 1,087,675 |
Lease liability | (164,618) | (131,153) |
Accounts payable | 252,125 | 220,199 |
Accrued liabilities | (200,776) | (13,819) |
Current liabilities | 67,517 | |
Warrant liability | 588,533 | |
Customer Deposits | (10,000) | |
Net cash used in operating activities | (1,525,929) | (2,566,226) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (22,596) | |
Sale of fixed assets | 23,000 | |
Investment in capitalized software | (450,845) | |
Net cash used in investing activities | (427,845) | (22,596) |
Cash flows from financing activities: | ||
Repayments of Promissory Notes - Related Parties | (225,000) | |
Repayment of contingent liability | (716,964) | |
Distributions to non-controlling interest | (275,000) | |
Proceeds from sale of future revenue | 825,000 | |
Proceeds from exercise of stock options | 1,821 | |
Proceeds from exercise of warrants | 875 | 15,001 |
Proceeds from Issuance of Common Stock, net of issuance costs | 130,918 | |
Net cash provided by financing activities | (35,171) | (208,178) |
Net decrease in cash | (1,988,945) | (2,797,000) |
Cash at beginning of the year | 3,122,578 | 5,919,578 |
Cash at end of the period | 1,133,633 | 3,122,578 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest, net | 336,206 | 28,337 |
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 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION | NOTE 1 – ORGANIZATION 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 SOSRx, LLC was formed 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 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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. Going Concern The accompanying 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 Statements - 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 December 31, 2022 the Company had an accumulated deficit of $ 19.7 million. We have limited financial resources. As of December 31, 2022 we had working capital deficit of approximately $ 54,000 and a cash balance of $ 1.1 million. We will need to raise additional capital or secure debt funding to support on-going operations. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless Management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity – Historically, operations have been funded primarily through the sale of equity or debt securities and operating activities. In 2022, the Company raised approximately $ 1.5 million in capital (See Note 4 – Stockholders’ Equity). Use of Estimates Reclassification – Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassification did not result in a change in the net loss. Principle of Consolidation Cash Accounts Receivable (246,683) 615,657 247,861 Inventory no 0 376,348 Beneficial Conversion Features Fair Value of Financial Instruments Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 The Company has warrant liabilities on its balance sheet at December 31, 2022 that are required to be measured and recorded at fair value on a recurring basis. The Company uses the Black Scholes method to calculate the liability. The carrying amounts of cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value because of the short-term nature of these instruments. The carrying amount of long-term debt approximates fair value because the debt is based on current rates at which the Company could borrow funds with similar maturities. Goodwill – The Company accounts for goodwill and intangible assets in accordance with ASC 350 “ Intangibles Goodwill and Other no goodwill as of December 31, 2022 and 2021. The Company recorded an intangible asset associated with the joint venture formed with Exchange Health in February 2022 in the amount of $ 792,000 . It was determined that the intangible assets had a definite live of 15 years and is being amortized quarterly with the straight line method. The Company recognized an amortization expense of $ 44,100 in fiscal year 2022. At December 31, 2022 the Company determined this asset was impaired and recorded a loss on asset impairment of $ 792,000 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 Company. The collection is probable based on the application and credit card information provided prior to the first order. Step Two: Identify the performance obligations in the contract – Each order is distinct and evidenced by the shipping order and invoice. Step Three: Determine the transaction price – The consideration is variable if product is returned. The variability is determined based on the return policy of the product manufacturer. There are no sales or volume discounts. The transaction price is determined at the time of the order evidenced by the invoice. Step Four: Allocate the transaction price – There is no difference between contract price and “ stand-alone selling price Community Specialty Pharmacy, LLC is in the retail pharmacy business. The Company fills prescriptions for drugs written by a doctor and recognizes revenue at the time the patient confirms delivery of the prescription. Customer returns are not material. Step One: Identify the contract with the customer – The prescription is written by a doctor for a customer and delivered to the Company. The prescription identifies the performance obligations in the contract. The Company fills the prescription and delivers to the Customer the prescription, fulfilling the contract. The collection is probable because there is confirmation that the customer has insurance for the reimbursement to the Company prior to filling of the prescription. Step Two: Identify the performance obligations in the contract – Each prescription is distinct to the Customer. Step Three: Determine the transaction price – The consideration is not variable. The transaction price is determined to be the price of the prescription at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit managers, insurance companies and government agencies). Step Four: Allocate the transaction price – The price of the prescription invoiced represents the expected amount of reimbursement from third party payors. There is no difference between contract price and “ stand-alone selling price SOSRX LLC.: SOSRx provides pharmaceutical manufacturers with an efficient platform in which to divest short-dated, overstock, and slow-moving products to direct purchasers. SOSRx’s proprietary method researches the current market, allowing the manufacturer to list the optimal selling price for their products. Manufacturers list their short-dated overstock and slow-moving products by lot with pictures and descriptions. The manufacturer then determines which vetted and registered customers can bid on or outright purchase their products. Once products from a manufacturer have been entered into SOSRx’s platform, a bid cycle begins. Each bid cycle is 3 days. Each buyer (wholesaler, distributor or chain) will have 3 options. The options are buy now, bid, or pass. In the buy now option the manufacturer has an established price in which they would sell the product. The bid option allows the buyers to put in a price if they value the product and at the end of the bid cycle the manufacturer has several options. The manufacturer can accept the highest bidder if the buyer has met the minimum bid requirement, counter if the bid is below the minimum bid requirement or begin a negotiation to an agreed upon price or accepted bid, regardless of minimum bid requirement. The fourth option is to decline. If one of the four options described above, except decline, have been selected a committed offer is generated in the system. The buyer then submits a purchase order to the manufacturer. The manufacturer then processes the purchase order and sends the product directly to the buyer. This is when revenue is recognized as a transaction fee. At no point does SOSRx take possession of the inventory. SOSRx bills the manufacturer per committed offer at a fee percentage of total offer value. Cost of Sales – The Company recognized cost of goods sold from activities in Integra Pharma Solutions, LLC and Community Specialty Pharmacy, LLC. Stock-Based Compensation Compensation-Stock Compensation Income Taxes Income Taxes 100 Warrant Liability - The Company will account for the 2,663,045 warrants issued in connection with the Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company will classify the warrant instruments as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of warrants will be estimated using a Black-Scholes model. The valuation model will utilize inputs such as closing share prices, volatility, risk free interest factors and other assumptions and may not be reflective of the price at which they can be settled. Income (loss) Per Share – Basic net income (loss) per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the Company’s options and warrants is computed using the treasury stock method. As of December 31, 2022, we had 2,689,969 outstanding warrants to purchase shares of common stock and 295,623 options to purchase shares of common stock. The following table sets forth the computation of basic and diluted income (loss) per common share for the years ended December 31, 2022, and 2021: SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE December 31, 2022 December 31, 2021 Numerator: Net loss $ (3,909,868 ) $ (5,315,883 ) Numerator for basic and diluted EPS - income available to common stockholders (3,472,099 ) $ (5,315,883 ) Denominator: Denominator for basic and diluted EPS – weighted average shares 8,472,946 8,136,740 Basic and diluted loss per common share $ (0.41 ) $ (0.65 ) Concentration of Credit Risks and Major Customers 518,419 During the years ended December 31, 2022, no sales to customers represented greater than 10 Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted 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, 2022 | |
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, 2022 and 2021, total related party debt was $ 0 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 4 – STOCKHOLDERS’ EQUITY In January of 2022, warrants to purchase 14,584 875 In August 2021, warrants to purchase 5,000 3.00 3.00 5,000 15,000 2022 Equity Compensation Awards On September 1, 2022, the Board of Directors and Compensation Committee, awarded shares to six employees and officers in lieu of reduced cash salary. In lieu of the reduced cash salary payable to each employee and Officer, the Board and Compensation Committee agreed to issue such officers and employees shares of the Company’s common stock equal to the amount of reduced cash salary set forth in the table above, 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. There was a total of 108,617 1.16 th 2022 Independent Director Compensation Effective on August 31, 2022, the Board of Directors approved the issuance of 54,525 63,250 th th All of the awards discussed above were issued under the Company’s Second Amended and Restated 2019 Plan and all restricted stock awards discussed above were evidenced by Restricted Stock Grant Agreements. There will be 1,407,276 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 September of 2022 and effective on September 1, 2022 the Board of Directors with recommendation of the Compensation Committee, agreed to issue certain employees of the Company shares of the Company’s common stock in lieu of reductions to annual cash compensation. The employees agreed to reduce their salaries by an aggregate of $ 37,000 31,896 th 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 or other equity compensation was granted for the year ended December 31, 2021. Effective September 1, 2022 the Board of Directors and Compensation Committee with the approval of the officers agreed to reduce the annual cash compensation of Mr. Suren Ajjarapu. The reduction was documented in a Second Amendment to Employment Agreement with Mr. Ajjarapu. Mr. Ajjarapu’ s annual compensation was reduced from $ 360,000 300,000 51,724 th Employment Agreement with Prashant Patel, Chief Operating Officer Effective September 1, 2022 the Board of Directors and Compensation Committee with the approval of the officers agreed to reduce the annual cash compensation of Mr. Prashant Patel. The reduction was documented in the First Amendment to Employment Agreement with Mr. Patel. Mr. Patel s annual compensation was reduced from $ 150,000 140,000 8,620 th Offer Letter with Ms. Huffman, Chief Financial Officer Effective September 1, 2022 the Board of Directors and Compensation Committee with the approval of the officers agreed to reduce the annual cash compensation of Ms. Huffman. The reduction was documented in an Amendment to Offer Letter with Ms. Huffman. Ms. Huffman’s annual compensation was reduced from $ 225,000 200,000 21,551 th On December 13, 2022 the Board of Directors with recommendation of the Compensation Committee approved the issuance of 50,000 shares of Restricted Common Stock of the Company to Ms. Huffman in consideration for services to be rendered. The shares were awarded pursuant to and are subject in all cases to the terms and conditions of, the Company’s Second Amended and Restated 2019 Equity Incentive Plan. The shares vest at the rate of 1/4th of such Restricted Common Stock shares on each of December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023, subject to Ms. Huffman remaining employed by the Company through such vesting dates. The shares were awarded pursuant to, and are subject in all cases to the terms and conditions of, the Company’s Second Amended and Restated 2019 Equity Incentive Plan. 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 There is no time frame for the repurchase program, and such program will remain in place until a maximum of $1.0 million of the Company’s common stock has been repurchased or until such program is suspended or discontinued by the Board of Directors. 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 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 has been repurchased or until such program is discontinued by the Board of Directors. As of December 31, 2022, no |
PREFUNDED AND PRIVATE PLACEMENT
PREFUNDED AND PRIVATE PLACEMENT WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Prefunded And Private Placement Warrants | |
PREFUNDED AND PRIVATE PLACEMENT WARRANTS | NOTE 5 – PREFUNDED AND PRIVATE PLACEMENT WARRANTS Simultaneously with the closing of the stock placement, the investor pre-purchased 601,740 1.14999 0.00001 1.50 0.232 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
WARRANTS | NOTE 6 - WARRANTS In 2022, 2,663,045 14,584 3,027 In 2021, warrants to purchase 5,000 5,000 38,216 Note 4 – Stockholders’ Equity For the twelve-month period ended December 31, 2022 and 2021, warrants to purchase 14,584 5,000 875 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. There were 2,663,045 825,544 no The following table summarizes the assumptions used to estimate the fair value of the warrants granted during the years ended December 31, 2022 and 2021. SUMMARY OF ASSUMPTIONS USED TO ESTIMATE FAIR VALUE OF WARRANTS GRANTED 2022 2021 Expected dividend yield 0 % 0 % Weighted-average expected volatility 86 % 217 % Weighted-average risk-free interest rate 4.3 % 2.75 % Warrants, measurement input 4.3 % 2.75 % Expected life of warrants 5 5 The Company’s outstanding and exercisable warrants as of December 31, 2022 and 2021 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, 2020 82,751 $ 1.33 2.73 $ 352,951 Warrants granted 5,000 3.00 1.48 - Warrants forfeited, expired, cancelled (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 granted 2,663,045 1.50 4.77 - Warrants forfeited, expired, cancelled (3,027 ) 3.90 - - Warrants exercised (14,584 ) 0.06 - - Warrants outstanding as of December 31, 2022 2,689,969 1.50 4.72 6,731 Warrants exercisable as of December 31, 2022 2,689,969 1.50 4.72 6,731 |
OPTIONS
OPTIONS | 12 Months Ended |
Dec. 31, 2022 | |
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, 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. The administrator did not approve an increase in the number of shares covered under the plan as of April 1, 2021. For 2022, no 18,499 96,842 36,700 30,353 21,200 none four 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. There were no stock options granted during the year ended December 31, 2022. The following table summarizes the assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2021: SCHEDULE OF ESTIMATE FAIR VALUE OF STOCK OPTIONS 2021 Expected dividend yield 0 % Weighted-average expected volatility 102 207 % Weighted-average risk-free interest rate 0.25 % Expected life of options 5 Total compensation cost related to stock options was $ 79,163 187,273 29,729 5 years SCHEDULE OF STOCK OPTION ACTIVITY Number Outstanding Weighted-Average Exercise Price Weighted-Average Contractual Life in Years Intrinsic Value Options outstanding as of December 31, 2020 425,817 $ 4.44 5.33 $ 597,332 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 Options granted - - - - Options forfeited (18,499 ) 5.82 4.91 - Options expired (96,842 ) 5.74 2.66 - Options exercised - - - - Options outstanding as of December 31, 2022 295,623 4.40 3.92 - Options exercisable as of December 31, 2022 257,506 4.42 3.89 - |
INCOME TAXES _Need to be update
INCOME TAXES [Need to be updated by Tax Dept. at Malone Bailey] | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES [Need to be updated by Tax Dept. at Malone Bailey] | NOTE 8 – INCOME TAXES [Need to be updated by Tax Dept. at Malone Bailey] 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, 2022 and 2021 deferred tax assets consist of the following: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2022 December 31, 2021 Federal loss carryforwards $ 4,030,755 $ 2,347,266 Less: valuation allowance (4,030,755 ) (2,347,266 ) 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 $ 17,105,445 |
OTHER RECEIVABLES
OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
OTHER RECEIVABLES | NOTE 9 – OTHER RECEIVABLES 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 $ 630,000 630,000 630,000 630,000 743,000 248,000 |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 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 and Sandwave’s supplier, Crecom Burj Group SDN BHD (“Crecom”), would deliver 150,000 boxes of nitrile gloves within 45 days. Integra wired the $ 581,250 to Sandwave, which in turn wired the purchase price to Crecom, which Crecom accepted; however, to date, Crecom has not delivered the nitrile gloves. Integra demanded return of its $ 581,250 and Crecom has acknowledged that Integra is entitled to a refund, but to date Crecom has failed to return Integra’s money. In February 2021, Integra filed a complaint against Crecom in Malaysia: Case No. WA-22NCC-55-02/2021 in the High Court of Malaysia at Kuala Lumpur in the Federal Territory, Malaysia for the Malaysian equivalent of breach of contract. Crecom filed an appearance on March 1, 2021. In April 2021, an Application for Summary Judgment was filed with the court, and on May 25, 2021, the Court extracted the sealed application, and a copy thereof was served on Crecom’s attorneys and Crecom, 14 days later, filed an Affidavit in Reply with the court alleging that there are issues to be tried and that this case must go to a full trial. On June 28, 2021, the court directed both parties to file their written submissions/arguments in relation to the application for summary judgment on or before July 12, 2021, and scheduled a hearing thereon for August 26, 2021. At the final hearing on October 18, 2021, the ruling for the summary judgment was denied. On September 1, 2022, Crecom informed the court that Crecom had been liquidated pursuant to Malaysian insolvency laws and the court proceedings were stayed. On September 7, 2022, Integra received written confirmation from Crecom counsel and a copy of the relevant Winding Up Order. Accordingly, the complaint was dismissed. At June 30, 2021, the $ 581,250 was recorded as Loss on Inventory Investment. 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 certain investments alleged made by the plaintiffs in Nexgen Memantine and certain alleged fraudulent transfers of assets and funds alleged to have been taken by the defendants which are unrelated to the Company. 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 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 11 – 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, 2022. SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES Amounts due within twelve months of December 31 2023 293,683 2024 302,494 2025 311,569 2026 320,916 Thereafter 105,531 Total minimum lease payments 1,334,193 Less: effect of discounting (264,228 ) Present value of future minimum lease payments 1,069,965 Less: current obligations under leases 195,475 Long-term lease obligations $ 874,490 The difference to the balance sheet above is due to the current and long-term remaining obligations of the copier lease not included in the amount of $ 13,943 For the years ended December 31, 2022, and 2021, amortization of assets was $ 181,218 131,558 For the years ended December 31, 2022, and 2021, operating lease liabilities paid was $ 164,618 131,153 , respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 12 – 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, 2022 Trxade, Inc. CSP Integra Unallocated Total Revenue $ 5,435,814 $ 1,175,474 $ 4,754,067 $ 82,910 $ 11,448,265 Gross Profit 5,433,641 (90,678 ) 25,343 82,910 5,451,216 Segment Assets 1,877,881 (621,686 ) 445,264 2,008,567 3,710,026 Segment Profit/Loss 1,924,355 (469,778 ) (545,557 ) (4,818,888 ) (3,909,868 ) Cost of Sales $ 2,173 $ 1,266,152 $ 4,728,724 $ - $ 5,997,049 Year Ended December 31, 2021 Trxade, Inc. CSP Integra 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 ) Cost of Sales $ 2,931 $ 1,496,056 $ 3,644,143 $ 338 $ 5,143,468 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Subsequent to December 31, 2022 and prior to the filing of this Form 10-K the Company had the following events. On January 3, 2023, Charles L. Pope resigned as a member of the Board of Directors. Until Mr. Pope’s resignation he also served as the Chairman of the Company’s Audit Committee and served on the Company’s Compensation Committee and Nominating and Governance Committee. On January 4, 2023, to fill the vacancy left by Mr. Pope’s resignation, the Board of Directors of the Company, with the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, appointed Mr. Michael L. Peterson as a member of the Board of Directors. Mr. Peterson was also appointed to serve as the Chairperson of the Board of Director’s Audit Committee and as a member of the Compensation Committee and Nominating and Corporate Governance Committee. As part of Mr. Peterson’s compensation he will receive cash compensation in the amount of $ 55,000 20,000 th 100,000 55,000 On January 6, 2023, a restricted stock grant to Jeff Newell of 79,062 On January 6, 2023. the investor exercised their prefunded warrants in the amount of 601,740 6.02 .00001 On January 20, 2023, the Company entered into Membership Interest Purchase Agreements to sell 100% 125,000 100,000 266,000 On January 30, 2023, the Company received a delist determination letter from The Nasdaq Stock Market LLC. (the “Staff”), advising the Company that the Staff had determined that the Company was not in compliance with the minimum continued listing requirements of stockholders’ equity, and that the Company had not met the terms of the extension granted to them in in October 2022 to regain compliance by the deadline of January 25, 2023. Specifically, the Company did not complete its proposed transactions and was unable to file a Current Report Form 8-K by the January 25, 2023 deadline previously required by the Staff, evidencing compliance with the Rule. On February 6, 2023, the Company submitted a hearing request to the Nasdaq Hearings Panel (the “Panel”), which request will stay any delisting action by the Staff at least until the hearing process concludes and any extension granted by the Panel expires. At the Panel hearing, the Company intends to present a plan to regain compliance with the minimum stockholders’ equity requirement. In the interim, the Company’s common stock will continue to trade on Nasdaq under the symbol “MEDS” at least pending the ultimate conclusion of the hearing process. Effective February 27, 2023, Ms. Janet Huffman, the Company’s Chief Financial Officer notified the Company of the termination of her Offer Letter dated February 3, 2022. Effective March 1, 2023, Ms. Huffman also transitioned from Chief Financial Officer to a consulting relationship with the Company instead of a full-time employee relationship. It is expected that Ms. Huffman will provide a set number of hours of her time to the Company and that the Company will engage a new Chief Financial Officer (or similar position) to replace Ms. Huffman. Effective March 6, 2023, Prashant Patel, a member of the Board of Directors, the President and the Chief Operating Officer of the Company, was appointed as Interim Principal Financial/Accounting Officer of the Company. On March 1, 2023, the Company issued 50,000 shares to White Lion Capital LLC as part of an agreement. On March 2, 2023, the Company entered into an agreement with Agile Capital Funding LLC., for an accounts receivable funding agreement in the amount of $ 787,500 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying 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 Statements - 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 December 31, 2022 the Company had an accumulated deficit of $ 19.7 million. We have limited financial resources. As of December 31, 2022 we had working capital deficit of approximately $ 54,000 and a cash balance of $ 1.1 million. We will need to raise additional capital or secure debt funding to support on-going operations. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless Management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Liquidity | Liquidity – Historically, operations have been funded primarily through the sale of equity or debt securities and operating activities. In 2022, the Company raised approximately $ 1.5 million in capital (See Note 4 – Stockholders’ Equity). |
Use of Estimates | Use of Estimates |
Reclassification | Reclassification – Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassification did not result in a change in the net loss. |
Principle of Consolidation | Principle of Consolidation |
Cash | Cash |
Accounts Receivable | Accounts Receivable (246,683) 615,657 247,861 |
Inventory | Inventory no 0 376,348 |
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 has warrant liabilities on its balance sheet at December 31, 2022 that are required to be measured and recorded at fair value on a recurring basis. The Company uses the Black Scholes method to calculate the liability. The carrying amounts of cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value because of the short-term nature of these instruments. The carrying amount of long-term debt approximates fair value because the debt is based on current rates at which the Company could borrow funds with similar maturities. |
Goodwill | Goodwill – The Company accounts for goodwill and intangible assets in accordance with ASC 350 “ Intangibles Goodwill and Other no goodwill as of December 31, 2022 and 2021. The Company recorded an intangible asset associated with the joint venture formed with Exchange Health in February 2022 in the amount of $ 792,000 . It was determined that the intangible assets had a definite live of 15 years and is being amortized quarterly with the straight line method. The Company recognized an amortization expense of $ 44,100 in fiscal year 2022. At December 31, 2022 the Company determined this asset was impaired and recorded a loss on asset impairment of $ 792,000 |
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 Company. The collection is probable based on the application and credit card information provided prior to the first order. Step Two: Identify the performance obligations in the contract – Each order is distinct and evidenced by the shipping order and invoice. Step Three: Determine the transaction price – The consideration is variable if product is returned. The variability is determined based on the return policy of the product manufacturer. There are no sales or volume discounts. The transaction price is determined at the time of the order evidenced by the invoice. Step Four: Allocate the transaction price – There is no difference between contract price and “ stand-alone selling price Community Specialty Pharmacy, LLC is in the retail pharmacy business. The Company fills prescriptions for drugs written by a doctor and recognizes revenue at the time the patient confirms delivery of the prescription. Customer returns are not material. Step One: Identify the contract with the customer – The prescription is written by a doctor for a customer and delivered to the Company. The prescription identifies the performance obligations in the contract. The Company fills the prescription and delivers to the Customer the prescription, fulfilling the contract. The collection is probable because there is confirmation that the customer has insurance for the reimbursement to the Company prior to filling of the prescription. Step Two: Identify the performance obligations in the contract – Each prescription is distinct to the Customer. Step Three: Determine the transaction price – The consideration is not variable. The transaction price is determined to be the price of the prescription at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit managers, insurance companies and government agencies). Step Four: Allocate the transaction price – The price of the prescription invoiced represents the expected amount of reimbursement from third party payors. There is no difference between contract price and “ stand-alone selling price SOSRX LLC.: SOSRx provides pharmaceutical manufacturers with an efficient platform in which to divest short-dated, overstock, and slow-moving products to direct purchasers. SOSRx’s proprietary method researches the current market, allowing the manufacturer to list the optimal selling price for their products. Manufacturers list their short-dated overstock and slow-moving products by lot with pictures and descriptions. The manufacturer then determines which vetted and registered customers can bid on or outright purchase their products. Once products from a manufacturer have been entered into SOSRx’s platform, a bid cycle begins. Each bid cycle is 3 days. Each buyer (wholesaler, distributor or chain) will have 3 options. The options are buy now, bid, or pass. In the buy now option the manufacturer has an established price in which they would sell the product. The bid option allows the buyers to put in a price if they value the product and at the end of the bid cycle the manufacturer has several options. The manufacturer can accept the highest bidder if the buyer has met the minimum bid requirement, counter if the bid is below the minimum bid requirement or begin a negotiation to an agreed upon price or accepted bid, regardless of minimum bid requirement. The fourth option is to decline. If one of the four options described above, except decline, have been selected a committed offer is generated in the system. The buyer then submits a purchase order to the manufacturer. The manufacturer then processes the purchase order and sends the product directly to the buyer. This is when revenue is recognized as a transaction fee. At no point does SOSRx take possession of the inventory. SOSRx bills the manufacturer per committed offer at a fee percentage of total offer value. |
Cost of Sales | Cost of Sales – The Company recognized cost of goods sold from activities in Integra Pharma Solutions, LLC and Community Specialty Pharmacy, LLC. |
Stock-Based Compensation | Stock-Based Compensation Compensation-Stock Compensation |
Income Taxes | Income Taxes Income Taxes 100 |
Warrant Liability | Warrant Liability - The Company will account for the 2,663,045 warrants issued in connection with the Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company will classify the warrant instruments as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of warrants will be estimated using a Black-Scholes model. The valuation model will utilize inputs such as closing share prices, volatility, risk free interest factors and other assumptions and may not be reflective of the price at which they can be settled. |
Income (loss) Per Share | Income (loss) Per Share – Basic net income (loss) per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the Company’s options and warrants is computed using the treasury stock method. As of December 31, 2022, we had 2,689,969 outstanding warrants to purchase shares of common stock and 295,623 options to purchase shares of common stock. The following table sets forth the computation of basic and diluted income (loss) per common share for the years ended December 31, 2022, and 2021: SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE December 31, 2022 December 31, 2021 Numerator: Net loss $ (3,909,868 ) $ (5,315,883 ) Numerator for basic and diluted EPS - income available to common stockholders (3,472,099 ) $ (5,315,883 ) Denominator: Denominator for basic and diluted EPS – weighted average shares 8,472,946 8,136,740 Basic and diluted loss per common share $ (0.41 ) $ (0.65 ) |
Concentration of Credit Risks and Major Customers | Concentration of Credit Risks and Major Customers 518,419 During the years ended December 31, 2022, no sales to customers represented greater than 10 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE | The following table sets forth the computation of basic and diluted income (loss) per common share for the years ended December 31, 2022, and 2021: SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE December 31, 2022 December 31, 2021 Numerator: Net loss $ (3,909,868 ) $ (5,315,883 ) Numerator for basic and diluted EPS - income available to common stockholders (3,472,099 ) $ (5,315,883 ) Denominator: Denominator for basic and diluted EPS – weighted average shares 8,472,946 8,136,740 Basic and diluted loss per common share $ (0.41 ) $ (0.65 ) |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
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, 2022 and 2021. SUMMARY OF ASSUMPTIONS USED TO ESTIMATE FAIR VALUE OF WARRANTS GRANTED 2022 2021 Expected dividend yield 0 % 0 % Weighted-average expected volatility 86 % 217 % Weighted-average risk-free interest rate 4.3 % 2.75 % Warrants, measurement input 4.3 % 2.75 % Expected life of warrants 5 5 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | The Company’s outstanding and exercisable warrants as of December 31, 2022 and 2021 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, 2020 82,751 $ 1.33 2.73 $ 352,951 Warrants granted 5,000 3.00 1.48 - Warrants forfeited, expired, cancelled (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 granted 2,663,045 1.50 4.77 - Warrants forfeited, expired, cancelled (3,027 ) 3.90 - - Warrants exercised (14,584 ) 0.06 - - Warrants outstanding as of December 31, 2022 2,689,969 1.50 4.72 6,731 Warrants exercisable as of December 31, 2022 2,689,969 1.50 4.72 6,731 |
OPTIONS (Tables)
OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF ESTIMATE FAIR VALUE OF STOCK OPTIONS | The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant. There were no stock options granted during the year ended December 31, 2022. The following table summarizes the assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2021: SCHEDULE OF ESTIMATE FAIR VALUE OF STOCK OPTIONS 2021 Expected dividend yield 0 % Weighted-average expected volatility 102 207 % Weighted-average risk-free interest rate 0.25 % Expected life of options 5 |
SCHEDULE OF STOCK OPTION ACTIVITY | SCHEDULE OF STOCK OPTION ACTIVITY Number Outstanding Weighted-Average Exercise Price Weighted-Average Contractual Life in Years Intrinsic Value Options outstanding as of December 31, 2020 425,817 $ 4.44 5.33 $ 597,332 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 Options granted - - - - Options forfeited (18,499 ) 5.82 4.91 - Options expired (96,842 ) 5.74 2.66 - Options exercised - - - - Options outstanding as of December 31, 2022 295,623 4.40 3.92 - Options exercisable as of December 31, 2022 257,506 4.42 3.89 - |
INCOME TAXES _Need to be upda_2
INCOME TAXES [Need to be updated by Tax Dept. at Malone Bailey] (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | At December 31, 2022 and 2021 deferred tax assets consist of the following: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2022 December 31, 2021 Federal loss carryforwards $ 4,030,755 $ 2,347,266 Less: valuation allowance (4,030,755 ) (2,347,266 ) Deferred tax assets $ - $ - |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
SCHEDULE OF OPERATING LEASES | 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 December 31 2023 293,683 2024 302,494 2025 311,569 2026 320,916 Thereafter 105,531 Total minimum lease payments 1,334,193 Less: effect of discounting (264,228 ) Present value of future minimum lease payments 1,069,965 Less: current obligations under leases 195,475 Long-term lease obligations $ 874,490 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS | SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS Year Ended December 31, 2022 Trxade, Inc. CSP Integra Unallocated Total Revenue $ 5,435,814 $ 1,175,474 $ 4,754,067 $ 82,910 $ 11,448,265 Gross Profit 5,433,641 (90,678 ) 25,343 82,910 5,451,216 Segment Assets 1,877,881 (621,686 ) 445,264 2,008,567 3,710,026 Segment Profit/Loss 1,924,355 (469,778 ) (545,557 ) (4,818,888 ) (3,909,868 ) Cost of Sales $ 2,173 $ 1,266,152 $ 4,728,724 $ - $ 5,997,049 Year Ended December 31, 2021 Trxade, Inc. CSP Integra 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 ) Cost of Sales $ 2,931 $ 1,496,056 $ 3,644,143 $ 338 $ 5,143,468 |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - USD ($) | 12 Months Ended | ||||
Feb. 12, 2020 | Oct. 09, 2019 | Dec. 31, 2021 | Dec. 31, 2022 | Feb. 15, 2022 | |
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) | |||
Bonum Health Hub [Member] | |||||
Loss on inventory investments | $ 143,891 | ||||
Trxade, Inc.[Member] | |||||
Equity method investment, ownership percentage | 100% | ||||
SosRx LLC [Member] | |||||
Equity method investment, ownership percentage | 51% | ||||
Exchange Health LLC [Member] | |||||
Equity method investment, ownership percentage | 49% |
SCHEDULE OF BASIC AND DILUTIVE
SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Net loss | $ (3,909,868) | $ (5,315,883) |
Numerator for basic and diluted EPS - income available to common stockholders | $ (3,472,099) | $ (5,315,883) |
Denominator for basic and diluted EPS – weighted average shares | 8,472,946 | 8,136,740 |
Basic and diluted loss per common share | $ (0.41) | $ (0.65) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2022 | Aug. 31, 2021 | |
Product Information [Line Items] | ||||
Retained Earnings (Accumulated Deficit) | $ 19,719,536 | $ 16,247,437 | ||
[custom:WorkingCapital-0] | 54,000 | |||
Cash and Cash Equivalents, at Carrying Value | 1,133,633 | 3,122,578 | ||
Proceeds from Contributed Capital | 1,500,000 | |||
Bad debt expense | (246,683) | 615,657 | ||
Recovery of bad debt | 247,861 | 247,861 | ||
Reserve for inventory obsolescence | 0 | |||
Write down of inventory | 0 | $ 376,348 | ||
Goodwill | $ 0 | |||
Finite-Lived Intangible Assets, Net | $ 792,000 | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
Amortization of Intangible Assets | $ 44,100 | |||
Goodwill, Impairment Loss | $ 792,000 | |||
Valuation allowance percentage | 100% | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,663,045 | 5,000 | ||
Class of Warrant or Right, Outstanding | 2,689,969 | |||
Number of options outstanding | 295,623 | |||
Cash, uninsured amount | $ 518,419 | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 10% |
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 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||
Related party debt | $ 166,667 | |||
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 | |||
Related party debt | $ 0 | $ 0 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Sep. 01, 2022 | Aug. 31, 2022 | Dec. 10, 2021 | Aug. 06, 2021 | May 27, 2021 | Apr. 15, 2021 | Sep. 30, 2022 | Jan. 31, 2022 | Aug. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Warrants exercised | 14,584 | 14,584 | 5,000 | ||||||||
Proceeds from warrant exercises | $ 875 | $ 15,000 | $ 875 | $ 15,001 | |||||||
Warrants to purchase common stock, shares | 5,000 | 2,663,045 | |||||||||
Warrants exercise price | $ 3 | ||||||||||
Common stock, shares issued | 5,000 | 9,393,708 | 8,166,457 | ||||||||
Stock issued during period value issued for services | $ 254,106 | $ 181,163 | |||||||||
Shares available for grant, shares | 1,407,276 | ||||||||||
Shares repurchased | 0 | ||||||||||
Equity Distribution Agreement [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Deferring offering costs | $ 128,000 | ||||||||||
Shares of common stock sold | 0 | ||||||||||
Maximum [Member] | Equity Distribution Agreement [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Sale of common stock | $ 9,000,000 | ||||||||||
Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 21,551 | 920,000 | |||||||||
Stock issued during period shares issued for services | 292,667 | 37,905 | |||||||||
Stock issued during period value issued for services | $ 2 | ||||||||||
Share based compensation, value | $ 37,000 | ||||||||||
Share based compensation, shares | 31,896 | ||||||||||
Officers [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 108,617 | ||||||||||
Shares price | $ 1.16 | ||||||||||
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 Chairman [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 has been repurchased or until such program is discontinued by the Board of Directors. | There is no time frame for the repurchase program, and such program will remain in place until a maximum of $1.0 million of the Company’s common stock has been repurchased or until such program is suspended or discontinued by the Board of Directors. | |||||||||
Board of Directors Chairman [Member] | Maximum [Member] | Stock Repurchase Program [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Shares repurchase value approved | $ 1,000,000 | ||||||||||
Shares repurchased | 100,000 | ||||||||||
Board of Directors Chairman [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 | |||||||||
Price per share | $ 5.13 | ||||||||||
Share based compensation | 68,750 | ||||||||||
Mr. Peterson and Ms. Tenaerts [Member] | 2021 Equity Compensation Awards [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock redeemed or cancelled during period, shares | 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 | ||||||||||
Price per share | $ 3.78 | ||||||||||
Share based compensation | $ 64,167 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 51,724 | ||||||||||
Chief Executive Officer [Member] | Maximum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Annual compensation | $ 360,000 | ||||||||||
Chief Executive Officer [Member] | Minimum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Annual compensation | $ 300,000 | ||||||||||
Chief Operating Officer [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of shares | 8,620 | ||||||||||
Chief Operating Officer [Member] | Maximum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Annual compensation | $ 150,000 | ||||||||||
Chief Operating Officer [Member] | Minimum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Annual compensation | $ 140,000 | ||||||||||
Ms Huffman [Member] | Maximum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Annual compensation | $ 225,000 | ||||||||||
Ms Huffman [Member] | Minimum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Annual compensation | $ 200,000 |
PREFUNDED AND PRIVATE PLACEME_2
PREFUNDED AND PRIVATE PLACEMENT WARRANTS (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Aug. 31, 2021 | |
Warrants to purchase price | 2,663,045 | 5,000 |
Warrants price per share | $ 3 | |
Pre Funded Warrants [Member] | ||
Warrants to purchase price | 601,740 | |
Warrants price per share | $ 1.14999 | |
Share exercise price per share | 0.00001 | |
Warrants exercise price per share | 1.50 | |
Warrants minimum exercise price | $ 0.232 |
SUMMARY OF ASSUMPTIONS USED TO
SUMMARY OF ASSUMPTIONS USED TO ESTIMATE FAIR VALUE OF WARRANTS GRANTED (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 86 | 217 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 4.3 | 2.75 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, term | 5 years | 5 years |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants | |||
Number of outstanding shares, warrants outstanding beginning | 44,535 | 44,535 | 82,751 |
Weighted average exercise price, outstanding beginning | $ 0.32 | $ 0.32 | $ 1.33 |
Contractual life in years warrants outstanding, beginning | 11 months 12 days | 2 years 8 months 23 days | |
Aggregate intrinsic value outstanding beginning | $ 208,078 | $ 208,078 | $ 352,951 |
Number of outstanding shares, warrants granted | 2,663,045 | 5,000 | |
Weighted average exercise price, warrants granted | $ 1.50 | $ 3 | |
Contractual life in years warrants outstanding, granted | 4 years 9 months 7 days | 1 year 5 months 23 days | |
Number of outstanding shares, warrants forfeited, expired, cancelled | (3,027) | (38,216) | |
Weighted average exercise price, warrants forfeited, expired, cancelled | $ 3.90 | $ 2.51 | |
Aggregate intrinsic value, warrants forfeited, expired, cancelled | |||
Number of outstanding shares, warrants exercised | (14,584) | (14,584) | (5,000) |
Weighted average exercise price, warrants exercised | $ 0.06 | $ 3 | |
Number of outstanding shares, warrants outstanding ending | 2,689,969 | 44,535 | |
Weighted average exercise price, outstanding ending | $ 1.50 | $ 0.32 | |
Contractual life in years warrants outstanding, ending | 4 years 8 months 19 days | ||
Aggregate intrinsic value outstanding ending | $ 6,731 | $ 208,078 | |
Number of outstanding shares, warrants exercisable ending | 2,689,969 | ||
Contractual life in years warrants, warrants exercisable Ending | 4 years 8 months 19 days | ||
Aggregate intrinsic value warrants exercisable ending | $ 6,731 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Aug. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of warrants granted | 2,663,045 | 5,000 | ||
Warrants exercised | 14,584 | 14,584 | 5,000 | |
Proceeds from warrant exercises | $ 875 | $ 15,000 | $ 875 | $ 15,001 |
Private Placement Warrants [Member] | ||||
Number of warrants granted | 2,663,045 | |||
Warrants exercised | 14,584 | |||
Warrants, expired and forfeited | 3,027 | |||
Warrant [Member] | ||||
Number of warrants granted | 2,663,045 | 5,000 | ||
Warrants exercised | 5,000 | |||
Warrants, expired and forfeited | 38,216 | |||
Warrants to purchase common stock | 14,584 | 5,000 | ||
Proceeds from warrant exercises | $ 875 | $ 15,000 | ||
Warrant valuation income/(expense) | $ 825,544 | $ 0 |
SCHEDULE OF ESTIMATE FAIR VALUE
SCHEDULE OF ESTIMATE FAIR VALUE OF STOCK OPTIONS (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Expected dividend yield | 0% |
Weighted-average expected volatility minimum | 102% |
Weighted-average expected volatility maximum | 207% |
Weighted-average risk-free interest rate | 0.25% |
Expected life of options | 5 years |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options outstanding, beginning balance | 410,964 | 425,817 |
Weighted average exercise price outstanding, beginning balance | $ 4.78 | $ 4.44 |
Contractual life in years outstanding, beginning balance | 4 years 8 months 1 day | 5 years 3 months 29 days |
Intrinsic value outstanding, beginning balance | $ 368,417 | $ 597,332 |
Number of options exercisable, beginning balance | 302,191 | 282,167 |
Weighted average exercise price exercisable, beginning balance | $ 4.88 | $ 4.52 |
Contractual life in years exercisable, beginning balance | 4 years 4 months 17 days | 4 years 6 months 21 days |
Intrinsic value exercisable, beginning balance | $ 257,186 | $ 384,226 |
Number of options, granted | 36,700 | |
Weighted average exercise price, granted | $ 5.74 | |
Contractual life in years, granted | 4 years 2 months 8 days | |
Number of options, forfeited | (18,499) | (21,200) |
Weighted average exercise price, forfeited | $ 5.82 | $ 6.45 |
Contractual life in years, forfeited | 4 years 10 months 28 days | 4 years 1 month 9 days |
Number of options, expired | (96,842) | |
Weighted average exercise price, expired | $ 5.74 | |
Number of options, exercised | (30,353) | |
Weighted average exercise price, exercised | $ 0.06 | |
Contractual life in years, expired | 2 years 7 months 28 days | |
Number of options outstanding, beginning balance | 295,623 | 410,964 |
Weighted average exercise price outstanding, ending balance | $ 4.40 | $ 4.78 |
Contractual life in years outstanding, ending balance | 3 years 11 months 1 day | |
Number of options exercisable, ending balance | 257,506 | 302,191 |
Weighted average exercise price exercisable, ending balance | $ 4.42 | $ 4.88 |
Contractual life in years exercisable, beginning balance | 3 years 10 months 20 days |
OPTIONS (Details Narrative)
OPTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Proceeds from issuance of common stock | $ 130,918 | ||
Fair value of options granted | 168,008 | $ 557,308 | |
Stock option expense | 79,163 | $ 187,273 | |
Unrecognized compensation costs related to stock options | $ 29,729 | ||
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 | 36,700 | ||
Number of options, exercised | 0 | 30,353 | |
Options to purchase common stock forfeited | 18,499 | 21,200 | |
Options to purchase common stock expired | 96,842 | 0 | |
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 | ||
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 | ||
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, 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. The administrator did not approve an increase in the number of shares covered under the plan as of April 1, 2021. |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Federal loss carryforwards | $ 4,030,755 | $ 2,347,266 |
Less: valuation allowance | (4,030,755) | (2,347,266) |
Deferred tax assets |
INCOME TAXES _Need to be upda_3
INCOME TAXES [Need to be updated by Tax Dept. at Malone Bailey] (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal corporate income tax rate | 35% | 21% |
Operating Loss Carryforwards | $ 17,105,445 |
OTHER RECEIVABLES (Details Narr
OTHER RECEIVABLES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Principal amount | $ 630,000 | ||
Attorney fees | $ 743,000 | $ 630,000 | |
Bad debt expenses | $ 630,000 | 248,000 | |
Waxman [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Principal amount | $ 630,000 |
CONTINGENCIES (Details Narrativ
CONTINGENCIES (Details Narrative) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
May 14, 2021 USD ($) | Aug. 14, 2020 Integer | Feb. 28, 2022 USD ($) | Aug. 31, 2020 USD ($) Integer | Jul. 31, 2020 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Loss on inventory investment | $ 875,250 | $ 1,226,426 | ||||||
Compensatory amount value | $ 425,000 | |||||||
Settlement payment amount | $ 225,000 | |||||||
Integra [Member] | Studebaker Defense Group, LLC [Member] | ||||||||
Down payment | $ 500,000 | |||||||
Number of nitrile gloves delivered | Integer | 180,000 | |||||||
Loss contingency, damages sought, value | $ 500,000 | |||||||
Loss on inventory investment | $ 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 | |||||||
Integra [Member] | Crecom Burj Group Sdn Bhd [Member] | ||||||||
Loss contingency, damages sought, value | $ 581,250 |
SCHEDULE OF OPERATING LEASES (D
SCHEDULE OF OPERATING LEASES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Recognition of Right to use assets | $ 1,051,815 | $ 1,233,033 | |
Lease 1 [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Initial Lease Term | January 2021 to December 2021 | ||
Renewal Lease Term | |||
New Initial Lease Term | January 2022 to December 2026 | ||
New Renewal Lease Term | January 2027 to December 2031 | ||
Recognition of Right to use assets | 977,220 | $ 534,140 | |
Incremental Borrowing Rate | 10% | ||
Lease 2 [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Initial Lease Term | November 2018 to November 2023 | ||
Renewal Lease Term | November 2023 to November 2028 | ||
New Initial Lease Term | |||
New Renewal Lease Term | |||
Recognition of Right to use assets | $ 313,301 | ||
Incremental Borrowing Rate | 10% |
SCHEDULE OF FUTURE MINIMUM PAYM
SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES (Details) | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 293,683 |
2024 | 302,494 |
2025 | 311,569 |
2026 | 320,916 |
Thereafter | 105,531 |
Total minimum lease payments | 1,334,193 |
Less: effect of discounting | (264,228) |
Present value of future minimum lease payments | 1,069,965 |
Less: current obligations under leases | 195,475 |
Long-term lease obligations | $ 874,490 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Increase in right-of-use asset | $ 977,220 | |
Lease payments | 13,943 | |
Operating lease amortization expense | 181,218 | $ 131,558 |
Payment for operating lease liabilities | $ 164,618 | $ 131,153 |
SCHEDULE OF BUSINESS INTERESTS
SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 11,448,265 | $ 9,889,433 |
Gross Profit | 5,451,216 | 4,745,965 |
Segment Assets | 3,710,026 | 5,766,164 |
Segment Profit/Loss | (3,909,868) | (5,315,883) |
Cost of Sales | 5,997,049 | 5,143,468 |
Trxade, Inc.[Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 5,435,814 | 4,924,015 |
Gross Profit | 5,433,641 | 4,921,084 |
Segment Assets | 1,877,881 | 2,273,330 |
Segment Profit/Loss | 1,924,355 | 1,977,938 |
Cost of Sales | 2,173 | 2,931 |
Community Specialty Pharmacy, LLC [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,175,474 | 1,652,841 |
Gross Profit | (90,678) | 156,785 |
Segment Assets | (621,686) | (431,593) |
Segment Profit/Loss | (469,778) | (128,563) |
Cost of Sales | 1,266,152 | 1,496,056 |
Integra Pharma LLC [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 4,754,067 | 3,250,561 |
Gross Profit | 25,343 | (393,582) |
Segment Assets | 445,264 | 565,619 |
Segment Profit/Loss | (545,557) | (2,749,028) |
Cost of Sales | 4,728,724 | 3,644,143 |
Other Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 82,910 | 62,016 |
Gross Profit | 82,910 | 61,678 |
Segment Assets | 2,008,567 | 3,358,808 |
Segment Profit/Loss | (4,818,888) | (4,416,230) |
Cost of Sales | $ 338 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 02, 2023 | Mar. 01, 2023 | Jan. 20, 2023 | Jan. 06, 2023 | Jan. 04, 2023 | Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||
Prefunded warrants, exercised | 14,584 | 14,584 | 5,000 | |||||
Warrant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Prefunded warrants, exercised | 5,000 | |||||||
Subsequent Event [Member] | Membership Interest Purchase Agreements [Member] | Alliance Pharma Solutions, LLC and Community Specialty Pharmacy, LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of stock percentage | 100% | |||||||
Subsequent Event [Member] | Membership Interest Purchase Agreements [Member] | Alliance Pharma Solutions, LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of stock consideration received | $ 125,000 | |||||||
Subsequent Event [Member] | Membership Interest Purchase Agreements [Member] | Community Specialty Pharmacy, LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of stock consideration received | 100,000 | |||||||
Subsequent Event [Member] | Membership Interest Purchase Agreements [Member] | Agile Capital Funding LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of stock consideration received | $ 787,500 | |||||||
Subsequent Event [Member] | Master Service Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of stock consideration received | $ 266,000 | |||||||
Subsequent Event [Member] | Mr. Michael L. Peterson [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of restricted stock issued | 100,000 | |||||||
Options vesting fair value | $ 55,000 | |||||||
Subsequent Event [Member] | Mr. Michael L. Peterson [Member] | Services on the Board of Directors [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash compensation | 55,000 | |||||||
Subsequent Event [Member] | Mr. Michael L. Peterson [Member] | Services as the Chairman of the Audit Committee [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash compensation | $ 20,000 | |||||||
Subsequent Event [Member] | Jeff Newell [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Exercise price | $ 6.02 | |||||||
Share price | $ 0.00001 | |||||||
Subsequent Event [Member] | Jeff Newell [Member] | Warrant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Prefunded warrants, exercised | 601,740 | |||||||
Subsequent Event [Member] | Jeff Newell [Member] | Restricted Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Restricted stock grant | 79,062 | |||||||
Subsequent Event [Member] | White Lion Capital LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock issued for placement, net issuance costs, shares | 50,000 |