Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 22, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-39199 | |||
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 | |||
Title of 12(b) Security | Common Stock, $0.00001 Par Value Per Share | |||
Trading Symbol | MEDS | |||
Security Exchange Name | NASDAQ | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Elected Not To Use the Extended Transition Period | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 11,457,013 | |||
Entity Common Stock, Shares Outstanding | 1,406,348 | |||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to its 2024 annual meeting of stockholders (the “2024 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2024 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Auditor Firm ID | 6866 | 206 | ||
Auditor Name | CM3 Advisory | MaloneBailey, LLP | ||
Auditor Location | San Diego, California | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 151,908 | $ 1,094,894 |
Accounts receivable, net | 821,804 | 629,921 |
Inventory | 968 | 65,523 |
Prepaid assets | 107,774 | 104,461 |
Notes receivable | 1,300,000 | |
Other receivables | 370,608 | |
Current assets of discontinued operations | 198,324 | |
Total Current Assets | 2,753,062 | 2,093,123 |
Property, plant and equipment, net | 277,009 | 65,214 |
Intangible assets and capitalized software, net | 8,962,688 | |
Security deposits | 10,531 | 49,029 |
Operating lease right-of-use assets | 529,623 | 1,051,815 |
Noncurrent assets of discontinued operations | 450,845 | |
Total Assets | 12,532,913 | 3,710,026 |
Current Liabilities | ||
Accounts payable | 2,082,054 | 527,984 |
Accrued liabilities | 400,987 | 271,230 |
Other current liabilities | 70,310 | 67,517 |
Contingent funding liabilities | 1,246,346 | 108,036 |
Lease liabilities – current portion | 139,705 | 196,872 |
Notes payable – current portion | 6,530,000 | 166,667 |
Warrant liability | 736,953 | 588,533 |
Purchase price payable | 350,000 | |
Current liabilities of discontinued operations | 219,952 | |
Total Current liabilities | 11,556,355 | 2,146,791 |
Long Term Liabilities | ||
Lease liabilities – net of current portion | 409,205 | 887,035 |
Notes payable | 25,000 | 333,333 |
Total Liabilities | 11,990,560 | 3,367,159 |
Stockholders’ Equity | ||
Preferred stock value | ||
Common stock, $0.00001 par value; 100,000,000 shares authorized; 905,008, and 626,247 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 9 | 6 |
Additional paid-in capital | 33,788,284 | 20,482,666 |
Retained deficit | (33,245,940) | (19,719,536) |
Total TRxADE Health, Inc stockholders’ equity | 542,353 | 763,136 |
Non-controlling interest in subsidiary | (420,269) | |
Total stockholders’ equity | 542,353 | 342,867 |
Total Liabilities and Stockholders’ Equity | $ 12,532,913 | $ 3,710,026 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 905,008 | 626,247 |
Common stock, shares outstanding | 905,008 | 626,247 |
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 9,211,246 | 9,211,246 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 787,754 | 787,754 |
Preferred stock, shares outstanding | 15,759 | 0 |
Preferred Stock [Member] | Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 290 | 0 |
Preferred stock, shares outstanding | 290 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 8,272,214 | $ 10,250,168 |
Cost of sales | 5,673,957 | 4,730,897 |
Gross Profit | 2,598,257 | 5,519,271 |
Operating Expenses: | ||
Loss on inventory investment | 875,250 | |
Wage and salary expense | 2,698,178 | 3,581,089 |
Professional fees | 1,466,567 | 466,735 |
Accounting and legal expense | 1,534,377 | 829,751 |
Technology expense | 1,376,908 | 993,185 |
General and administrative | 2,785,633 | 1,689,230 |
Total operating expenses | 9,861,663 | 8,435,240 |
Operating Loss | (7,263,406) | (2,915,969) |
Nonoperating Income (Expense) | ||
Change in fair value of warrant liability | (148,420) | 825,544 |
Interest income | 4,198 | 20,989 |
Goodwill impairment | (5,129,115) | |
Gain on disposal of asset | 2,200 | |
Other income | 14,543 | |
Interest expense | (1,198,346) | (336,206) |
Total nonoperating income (expense) | (6,457,140) | 512,527 |
Net loss from continuing operations | (13,720,546) | (2,403,442) |
Net loss on discontinued operations | (4,123,028) | (1,506,426) |
Net Loss | (17,843,574) | (3,909,868) |
Net loss attributable to TRxADE Health, Inc. | (17,843,574) | (3,472,099) |
Net loss attributable to non-controlling interests | $ (437,769) | |
Net loss per common share from continuing operations | ||
Basic | $ (17.96) | $ (3.48) |
Diluted | (5.76) | (3.47) |
Net loss per common share from discontinued operations | ||
Basic | (5.40) | (2.67) |
Diluted | (1.73) | (2.66) |
Net loss attributable to common stockholders | ||
Basic | (23.35) | (6.15) |
Diluted | $ (7.49) | $ (6.13) |
Weighted average common shares outstanding | ||
Basic | 764,058 | 564,862 |
Diluted | 2,381,443 | 566,609 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2021 | $ 5 | $ 20,017,605 | $ (16,247,437) | $ 3,770,173 | |||
Balance, shares at Dec. 31, 2021 | 544,430 | ||||||
Capital Contributions | 792,500 | 792,500 | |||||
Capital Distribution | (775,000) | (775,000) | |||||
Common stock issued for services | 254,106 | 254,106 | |||||
Balance, shares | 19,511 | ||||||
Common stock issued for placement, net issuance costs | $ 1 | 130,917 | 130,918 | ||||
Balance, shares | 61,334 | ||||||
Warrants exercised for cash | 875 | 875 | |||||
Balance, shares | 972 | ||||||
Options expense | 79,163 | 79,163 | |||||
Net loss | (3,472,099) | (437,769) | (3,909,868) | ||||
Balance at Dec. 31, 2022 | $ 6 | 20,482,666 | (19,719,536) | (420,269) | 342,867 | ||
Balance, shares at Dec. 31, 2022 | 626,247 | ||||||
Common stock issued for services | 257,772 | 257,772 | |||||
Balance, shares | 38,480 | ||||||
Warrants exercised for cash | $ 1 | 1,621 | 1,622 | ||||
Balance, shares | 41,911 | ||||||
Options expense | 29,738 | 29,738 | |||||
Net loss | $ (17,843,574) | $ (17,843,574) | |||||
Reverse split rounding adjustment | |||||||
Reverse split rounding adjustment, shares | 21,929 | ||||||
Disposition of assets | $ 4,317,170 | $ 420,269 | $ 4,737,439 | ||||
Shares issued pursuant to merger agreement | $ 1 | 12,500,088 | 12,500,089 | ||||
Balance, shares | 15,759 | 136,441 | |||||
Shares issued pursuant to securities purchase agreement | $ 1 | 516,399 | 516,400 | ||||
Balance, shares | 290 | 40,000 | |||||
Balance at Dec. 31, 2023 | $ 9 | $ 33,788,284 | $ (33,245,940) | $ 542,353 | |||
Balance, shares at Dec. 31, 2023 | 15,759 | 290 | 905,008 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (13,720,546) | $ (2,403,442) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 19,375 | 13,486 |
Options expense | 29,738 | 79,163 |
Common stock issued for services | 257,772 | 254,106 |
Bad debt expense | (246,683) | |
Loss on write-off of intangible asset | 792,500 | |
Loss on inventory investment | 875,250 | |
Goodwill impairment | 5,129,115 | |
Loss on inventory investments | ||
Gain on sale of asset | (2,200) | |
Amortization of right-of-use assets | 215,665 | 181,218 |
Amortization of intangible assets | 814,790 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (293,784) | 369,932 |
Prepaid assets and deposits | 38,367 | 335,066 |
Inventory | 4,232,947 | (51,737) |
Other receivables | (254,924) | (875,250) |
Right-of-use assets | 306,527 | |
Lease liability | (534,997) | (164,618) |
Accounts payable | 1,607,625 | 199,833 |
Accrued liabilities | 58,692 | (211,694) |
Purchase price payable | 350,000 | |
Current liabilities | 2,794 | 67,517 |
Warrant liability | 148,420 | 588,533 |
Net cash used in operating activities from continuing operations | (1,592,424) | (199,020) |
Net cash used in operating activities from discontinued operations | (481,177) | (1,365,648) |
Cash flows from investing activities: | ||
Funds acquired through acquisitions | (344,454) | |
Proceeds from sale of fixed assets | 749 | |
Investment in capitalized software | ||
Net cash (used in) investing activities from continuing operations | (344,454) | 749 |
Net cash provided by investing activities from discontinued operations | 68,737 | (428,594) |
Cash flows from financing activities: | ||
Proceeds from the issuance of debt | 400,000 | |
Repayment of debt | (150,000) | |
Repayment of contingent liability | (1,043,107) | (716,964) |
Proceeds from sale of future revenue | 2,181,417 | 825,000 |
Proceeds from exercise of stock options | ||
Proceeds from exercise of warrants | 1,622 | 875 |
Proceeds from securities purchase agreement | 516,400 | |
Proceeds from issuance of common stock, net of issuance costs | 130,918 | |
Net cash provided by (used in) financing activities from continuing operations | 1,906,332 | 239,829 |
Net cash (used in) financing activities from discontinued operations | (500,000) | (275,000) |
Net decrease in cash | (942,986) | (2,027,684) |
Cash at beginning of the year | 1,094,894 | 3,122,578 |
Cash at end of the period | 151,908 | 1,094,894 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest, net | 733,694 | 336,206 |
Cash paid for income taxes | ||
Non-Cash Transactions | ||
Insurance premium financed | 306,152 | 220,354 |
Note issued as SOSRx contribution | 500,000 | |
Not cancelled from SORx agreement termination | 500,000 | |
Intangible asset contribution from non-controlling interest | 792,500 | |
Disposition of assets, related party | 492,030 | |
Issuance of note receivable | $ 1,300,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (17,843,574) | $ (3,472,099) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION Overview TRxADE HEALTH, INC. (“ we our Trxade Company 100 During the year ended December 31, 2023, Trxade, Inc., operated a web-based market platform that enables commerce among healthcare buyers and sellers of pharmaceuticals, accessories and services. Integra Pharma Solutions, LLC (“IPS”, d.b.a. Trxade Prime), is a licensed pharmaceutical wholesaler and sells brand, generic and non-drug products to customers. IPS customers include all healthcare markets including government organizations, hospitals, clinics and independent pharmacies nationwide. Community Specialty Pharmacy, LLC, (“CSP”) is an accredited independent retail pharmacy with a focus on a community-based model offering home delivery services to patients. Alliance Pharma Solutions, LLC (“APS”, d.b.a. DelivMeds) is currently being rebranded and the consumer-based app is still being developed. To date, the Company has not generated any revenue from this product. On January 20, 2023, the Company entered into Membership Interest Purchase Agreements to sell 100 125,000 100,000 1,075,000 Bonum Health, LLC (“Bonum Health”), was formed to hold certain telehealth assets acquired in October 2019. The “Bonum Health Hub” was launched in February 2020; however, the Company does not anticipate installations moving forward. The Bonum Health mobile application is available on a subscription basis, primarily as a stand-alone telehealth software application that can be licensed on a business-to-business (B2B) model to clients as an employment health benefit for the clients’ employees. SOSRx, LLC (“SOSRx”) was formed on February 15, 2022. The Company entered into a relationship with Exchange Health, LLC (“Exchange Health”), a technology company providing an online platform for manufacturers and suppliers to sell and purchase pharmaceuticals. SOSRx, a Delaware limited liability company, was formed, which was owned 51 49 352,244 Merger On July 14, 2023, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) with Superlatus, Inc., a U.S.-based holding company of food products and distribution capabilities (“Superlatus”) and Foods Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”). Superlatus is a diversified food technology company with distribution capabilities and systems to optimize food security and population health via innovative Consumer Packaged Goods (“CPG”) products, agritech, foodtech, plant-based proteins and alt-protein and includes wholly-owned subsidiary, Sapientia, Inc. (“Sapientia”), a food tech business. On July 31, 2023 (the “Closing Date”), the Company completed its acquisition of Superlatus in accordance with the terms and conditions of the Merger Agreement (the “Merger”), pursuant to which the Company acquired Superlatus by way of a merger of the Merger Sub with and into Superlatus, with Superlatus being a wholly owned subsidiary of the Company and the surviving entity in the Merger. Under the terms of the Merger Agreement, at the closing of the Merger (the “Closing”), shareholders of Superlatus received in aggregate 136,441 19.99 306,855 0.00001 100 7.30 225,000,169 As a condition and inducement to Superlatus’ willingness to enter into the Merger Agreement, on June 28, 2023, Suren Ajjarapu and Prashant Patel (the “Principal Stockholders”) entered into an agreement with TRxADE (the “Stock Swap Agreement”), pursuant to which, TRxADE was to transfer all of the shares or membership interest of the operating subsidiaries currently owned by TRxADE to Principal Stockholders, in exchange for Suran Ajjarapu to surrender 85,000 81,666 In connection with the Merger, effective one (1) business day immediately prior to the Closing Date (the “MEDS Rights Record Date”), the Company issued to the shareholders of the Company as of the MEDS Rights Record Date, including the independent directors who are entitled to certain amount of common stock of the Company in connection with their 2023 annual compensation and regardless of whether the common stock has been issued or vest before the MEDS Rights Records Date (collectively, the “MEDS Rights Shareholders”) a non-transferrable right to receive one share of common stock of the Company at no cost (the “MEDS Rights”), with seven (7) MEDS Rights issued per share of common stock of the Company held as of the MEDS Rights Record Date, conditioned upon their execution of a Registration Rights Agreement. Such issuances will be made in reliance on the exemption from registration pursuant to Section 3(a)(9) or Section 4(a)(2) of the Securities Act, Regulation D under the Securities Act promulgated thereunder, and corresponding provisions of state securities or “blue sky” laws. The MEDS Rights are not actionable or transferable until registration; provided they become transferable one year after the date of the Merger if no registration has occurred. As of the date of this filing, no MEDS Rights shares have been issued. Not all of the closing conditions of the Merger Agreement were met. As a result, the Company entered into Amendment No. 1 to the Amended and Restated Agreement and Plan of Merger (the “Amendment”) on January 8, 2024. Under the terms of the Amendment, the merger consideration to the shareholders of Superlatus was adjusted to the aggregate of 136,441 19.99 15,759 0.00001 100 7.30 12,500,089 291,096 Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements include the accounts of TRxADE HEALTH, INC., Trxade, Inc., Integra Pharma Solutions, Inc., Bonum Health, LLC, Superlatus, Inc., Sapientia Technologies, LLC and The Urgent Company, Inc. The accompanying consolidated financial statements of TRxADE HEALTH, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the SEC. All significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from its estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. Significant estimates for the years ended December 31, 2023 and 2022 include the valuation of intangible assets, including goodwill. Fair value of financial instruments The carrying amounts for cash, accounts receivable, accounts payable, accrued liabilities, and other current liabilities approximate their fair value because of their short-term maturity. Stock Split Effective June 21, 2023, the Company executed a 1:15 reverse stock split for stockholders of record on that date 1.00 Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 effective January 1, 2023. The Company determined that the update applied to trade receivables, but that there was no material impact to the consolidated financial statements from the adoption of ASU 2016-13. In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings per share guidance. This standard is effective for us on January 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. The adoption of ASU 2020-06 did not have a material impact on the consolidated financial statements. Accounts Receivable, net On January 1, 2023, the Company adopted ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” and its related amendments using the prospective method. The new standard requires the use of a current expected credit loss impairment model to develop and recognize credit losses for financial instruments at amortized cost when the asset is first originated or acquired, and each subsequent reporting period. The Company’s receivables are from customers and are typically collected within 90 days. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. The Company had an account receivable with a single customer, GSG PPE, LLC (“GSG”), for the amount of $ 630,000 32,074 98,841 Other Receivables, net The Company’s other receivables balance is from one vendor. On May 20, 2022, effective as of May 18, 2022, Community Specialty Pharmacy, LLC (“CSP”) entered into an agreement to acquire COVID-19 testing kits from a third-party vendor for an aggregate of $ 1,200,000 , of which $ 875,000 was paid on May 23, 2022. The Company received the COVID-19 testing kits in July 2022. On August 18, 2022, the Company was informed by the vendor that the vendor had received a letter from the U.S. Food and Drug Administration (“FDA”) that the COVID-19 test kits were misbranded under Section 502(o) of the Federal Food, Drug, and Cosmetic Act (“FDC Act”) (21 USC 352(o)) and adulterated under Section 501(f) of the FDC Act (21 USC 351(f)). Furthermore, the vendor informed the Company that the letter from the FDA also stated that because of the FDA’s prohibition on the distribution of adulterated and/or misbranded devices applies to all parties along the distribution chain, the FDA was advising the vendor against furthering the distribution of the COVID-19 test kits in interstate commerce. The company wrote the amount off as a loss of inventory as of December 31, 2022. As of December 31, 2023, and December 31, 2022, the balance of this receivable was $ 0 . On August 22, 2023, the Company completed the sale of CSP and APS (see Note 3). The net balance due to the Company from these entities, in excess of the Note Receivable (see Note 6), was $ 370,608 Acquisitions The Company accounts for acquisitions and investments in businesses as business combinations if the target meets the definition of a business and (a) the target is a variable interest entity (“VIE”) and the Company is the target’s primary beneficiary, and therefore the Company must consolidate its financial statements, or (b) the Company acquires more than 50% of the voting interest of the target and it was not previously consolidated. The Company records business combinations using the acquisition method of accounting, which requires all the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset, if applicable. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the Company’s financial statements may be exposed to potential impairment of the intangible assets and goodwill. If the Company’s investment involves the acquisition of an asset or group of assets that does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalizing transaction costs, and does not result in the recognition of goodwill. Intangible Assets and Goodwill The Company tests indefinite-lived intangible assets for impairment on an annual basis or whenever events or changes occur that would more-likely-than not reduce the fair value of the indefinite-lived intangible asset below its carrying value between annual impairment tests. Any indefinite-lived intangible asset assessment is performed at the Company level. The Company recognized a goodwill impairment loss of $ 5,129,115 Income (loss) Per Common Share Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income 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, 2023, we had 218,729 26,229 50,000 601,740 40,116 1:15 6.02 The following table sets forth the computation of basic and diluted loss per share: SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE For the Years Ended 2023 2022 Numerator: Net loss from continuing operations $ (13,720,546 ) $ (2,403,442 ) Net loss attributable to noncontrolling interest - (437,769 ) Net loss from continuing operations available to common stockholders (13,720,546 ) (1,965,673 ) Net loss from discontinued operations (4,123,028 ) $ (1,506,426 ) Numerator for basic and diluted EPS - income available to common stockholders (17,843,574 ) $ (3,472,099 ) Denominator: Denominator for EPS – weighted average shares Basic 764,058 564,862 Diluted 2,381,443 566,609 Net loss per common share attributable to common stockholders Basic $ (23.35 ) $ (6.15 ) Diluted $ (7.49 ) $ (6.13 ) Net loss per common share from continuing operations Basic $ (17.96 ) $ (3.48 ) Diluted $ (5.76 ) $ (3.47 ) Net loss per common share from discontinued operations Basic $ (5.40 ) $ (2.67 ) Diluted $ (1.73 ) $ (2.66 ) Income taxes The Company’s provision for income taxes was $ 0 0 |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – 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, 2023, the Company had an accumulated deficit of $ 33,245,940 8,803,293 151,908 |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 12 Months Ended |
Dec. 31, 2023 | |
Acquisitions And Dispositions | |
ACQUISITIONS AND DISPOSITIONS | NOTE 3 – ACQUISITIONS AND DISPOSITIONS Acquisitions Superlatus, Inc. On July 31, 2023, the Company entered into the Merger Agreement (see Note 1) with Superlatus (“Seller”) whereby the Company acquired 100 136,441 7.30 19.99 306,855 225,000,169 136,441 19.99 15,759 0.00001 100 12,500,089 291,096 The acquisition of Superlatus was accounted for as a business combination using the acquisition method pursuant to FASB ASC Topic 805. As the acquirer for accounting purposes, the Company had estimated the Purchase Price, assets acquired and liabilities assumed as of the acquisition date, with the excess of the Purchase Price over the fair value of net assets acquired recognized as goodwill. An independent valuation expert assisted the Company in determining these fair values. The Amended Purchase Price allocation as of the acquisition date is presented as follows: SCHEDULE OF PURCHASE PRICE ALLOCATION July 31, 2023 Purchase consideration: Common Stock, at fair value $ 996,019 Series B Preferred Stock, at fair value 11,504,070 Total purchase consideration $ 12,500,089 Purchase price allocation: Cash $ 5,546 Prepaid expenses 3,705 Inventory 122,792 Intangible assets, net 9,777,479 Goodwill 5,129,115 Assets acquired 15,038,637 Accounts payable and other current liabilities (283,548 ) Purchase price payable (350,000 ) Notes payable (1,905,000 ) Liabilities assumed (2,538,548 ) Net assets acquired $ 12,500,089 The Urgent Company, Inc. On September 27, 2023, the Company entered into an Asset Purchase Agreement (“APA”) with The Urgent Company, Inc. (“TUC”) and its wholly owned subsidiaries, pursuant to which, the Company was assigned certain inventory and property and equipment and assumed certain operating leases for consideration of $ 4,400,000 The transaction was accounted for as an asset acquisition pursuant to FASB ASC Topic 805. As the acquirer for accounting purposes, the Company allocated the cost of the asset acquisition to the assets acquired and liabilities assumed as of the acquisition date based on their respective relative fair value as of the date of the transaction. The following summarizes the relative fair values of the assets acquired as of the acquisition date based on the allocation of the cost of the asset acquisition: SCHEDULE OF FAIR VALUES OF ASSETS ACQUIRED September 27, 2023 Purchase consideration: Promissory note $ 4,400,000 Total purchase consideration $ 4,400,000 Allocation of cost of assets acquired: Inventory $ 4,168,830 Property and equipment 231,170 Assets acquired 4,400,000 Net assets acquired $ 4,400,000 Dispositions and Divestitures SOSRx, LLC Effective on, February 1, 2023, the Company, Exchange Health and SOSRx, entered into a Voluntary Withdrawal and Release Agreement, which was replaced in its entirety, corrected, and became effective on February 4, 2023 (as replaced and corrected, the “Release Agreement”). As part of the Release Agreement, a note payable to Exchange Health was forgiven in the amount of $ 500,000 15,000 SCHEDULE OF FINANCIAL STATEMENTS OF DISCONTINUED OPERATIONS December 31, December 31, Cash $ - $ 22,474 Accounts receivable - 363 Total assets of discontinued operations $ - $ 22,837 Accounts payable $ - $ 46,500 Total liabilities of discontinued operations $ - $ 46,500 The terms of the Release Agreement qualify the transaction as a discontinued operation in accordance with U.S. GAAP. As a result, operating results and cash flows related to the SOSRx operations have been reflected as discontinued operations in the Company’s consolidated statements of operations, consolidated statements of cash flows and consolidated statements of shareholders’ equity. Alliance Pharma Solutions, LLC and Community Specialty Pharmacy, LLC On August 22, 2023, the Company and Wood Sage, LCC (“Wood Sage”) entered into a Membership Interest Purchase Agreement, pursuant to which the Company sold 100 125,000 100 100,000 The divestiture of APS and CSP represented an intended strategic shift in the Company’s operations and will allow the Company to become focused on food technology As a result, the results of APS and CSP were classified as discontinued operations in our condensed statements of operations and excluded from both continuing operations and segment results for the years ended December 31, 2023 and 2022. As part of recognizing the business as held for sale in accordance with U.S. GAAP, the Company was required to measure APS and CSP at the lower of its carrying amount or fair value less cost to sell. As a result of this analysis, during the year ended December 31, 2023, the Company recognized a non-cash, pre-tax loss on disposal of $ 3,300,225.42 As a result of the transactions, the following assets and liabilities of APS and CSP were transferred to Wood Sage as of August 22, 2023: SCHEDULE OF ASSETS AND LIABILITIES Alliance Community Cash $ 1,050 $ 61,988 Accounts receivable, net - 101,901 Inventory - 123,230 Prepaid assets - 525 Intangible assets and capitalized software, net 739,337 - Accounts payable (23,982 ) (231,876 ) Accrued liabilities - (10,182 ) Net assets sold $ 716,405 $ 45,586 Discontinued Operations The results of operations from discontinued operations for the years ended December 31, 2023 and 2022, have been reflected as discontinued operations in the consolidated statements of operations and consist of the following: SCHEDULE OF DISCONTINUED OPERATIONS 2023 2022 2023 2022 2023 2022 2023 2022 SOSRx APS CPS Total Years Years Years Years 2023 2022 2023 2022 2023 2022 2023 2022 Revenue $ - $ 22,623 $ - $ - $ 851,755 $ 1,175,474 $ 851,755 $ 1,198,097 Cost of sales - - - - 705,206 1,266,152 705,206 1,266,152 Gross Profit - 22,623 - - 146,549 (90,678 ) 146,549 (68,055 ) Operating Expenses Impairment of intangible asset 792,500 - - - 792,500 Wage and salary expense - 55,439 - - 456,297 304,947 456,297 360,386 Professional fees - - 3,125 46,787 20,246 6,120 23,371 52,907 Accounting and legal expense - - 7,773 104 63,000 500 70,773 604 Technology expense - 63,160 20,611 86,688 9,464 17,823 30,075 167,671 General and Administrative - 4,931 3,762 11,562 32,830 49,710 36,592 66,203 Total operating expense - 916,030 35,271 145,141 581,837 379,100 617,108 1,440,271 Operating income (loss) from discontinued operations - (893,407 ) (35,271 ) (145,141 ) (435,288 ) (469,778 ) (470,559 ) (1,508,326 ) Other income (expense) - Gain (loss) on asset sale - - - 1,900 - - - 1,900 Total other income (expense) - - - 1,900 - - - 1,900 Net income (loss) from discontinued operations $ - $ (893,407 ) $ (35,271 ) $ (143,241 ) $ (435,288 ) $ (469,778 ) $ (470,559 ) $ (1,506,426 ) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS On April 1, 2023 and July 1, 2023 the Company entered into a relationship with Scietech, LLC (“Scietech”) in an independent contractor agreement to consult on increasing sales on the IPS and Trxade Inc. platforms. The agreement was for an annual fee of $ 400,000 31 On February 15, 2022, the Company entered into a relationship with Exchange Health, a technology company providing an online platform for manufacturers and suppliers to sell and purchase pharmaceuticals. In connection therewith, SOSRx was formed in February 2022, which is owned 51 49 325,000 500,000 400,000 792,000 At December 31, 2023, total related party debt was $ 0 On and effective on, February 1, 2023, the Company, Exchange Health and SOSRx, entered into a Voluntary Withdrawal and Release Agreement, which was replaced in its entirety and corrected on February 4, 2023, and effective February 4, 2023 (as replaced and corrected, the “Release Agreement”). Pursuant to the Release Agreement, the Company voluntarily withdrew as a member of SOSRx pursuant to the terms of the Operating Agreement of SOSRx, which provided that the Company would withdraw from SOSRx if certain revenue targets were not met, which targets have not been met. Also pursuant to the Release Agreement, (a) the Company agreed to the termination of its interests in SOSRx and its withdrawal as a member thereof for no consideration (the “Withdrawal”); (b) the Promissory Note, and all of the Company’s obligations under such Promissory Note were terminated; and (c) the parties agreed that no Earn Out Payments will be due. The Release Agreement also (i) provides that all accumulated losses of SOSRx through December 20, 2022, will be allocated 51% to the Company and 49% to Exchange Health; (ii) provides for a total of approximately $15,000 in outstanding invoices owed by the Company to SOSRx to be waived; (iii) includes certain indemnification obligations of SOSRx and Exchange Health; (iv) requires SOSRx to pay certain pre-agreed outstanding invoices of SOSRx; (v) includes mutual releases of the Company and SOSRx and Exchange Health; and (vi) includes customary representations and warranties of the parties. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition | |
REVENUE RECOGNITION | NOTE 5 – REVENUE RECOGNITION The Company derives revenue from two primary sources—product revenue and service revenue. Product revenue consists of shipments of: ● Resale of pharmaceutical products to pharmacies; and ● Revenues for our products are recognized and invoiced when the product is shipped to the customer. Service revenue consists primarily of: ● Transaction fees from the facilitation of buyer generated purchase orders to suppliers, billed monthly; ● Data service fees associated with providing vendors of pharmaceutical products with data analysis of their catalogues and branding of their products or company to the Company’s registered buyers, billed monthly or as a one-time fee; and ● Software-as-a-Service (“SaaS”) fees for a platform for virtual healthcare provider visits, billed monthly. Revenues for the Company’s services that are billed monthly are recognized and invoiced when the at the beginning of the month. Revenues for one-time services are recognized at the point in time when services are rendered. Payment terms for products and services are generally 0 to 60 days and the Company has no contract assets or liabilities. The following table presents disaggregated revenue by major product and service categories during the years ended December 31, 2023, and 2022: SCHEDULE OF DISAGGREGATED REVENUE Years ended December 31, 2023 2022 Product revenues Pharmaceutical product resale $ 1,363,830 $ 4,754,067 Packaged food resale 487,021 - Total product revenue $ 1,850,851 $ 4,754,067 Service revenues Transaction fee income $ 6,200,334 $ 5,347,401 Data service fee income 201,825 88,413 SaaS fee income 19,204 60,287 Total service revenue $ 6,421,363 5,496,101 Total revenues $ 8,272,214 $ 10,250,168 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 6 – INVENTORY Inventory value is determined using the weighted average cost method and is stated at the lower cost or net realizable value. As of December 31, 2023, and 2022, inventory was comprised of the following: SCHEDULE OF INVENTORY As of December 31, 2023 2022 Raw materials $ - $ 65,523 Finished goods 968 - Inventory $ 968 $ 65,523 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | NOTE 7 – NOTES RECEIVABLE On August 22, 2023, the Company received a Promissory Note (the “Wood Sage Note”) in the amount of $ 1,300,000 1,300,000 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 8 – INTANGIBLE ASSETS As of December 31, 2023, intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS NET Weighted Useful Life Accumulated (years) Cost Amortization Net Developed technology 5.0 $ 9,777,478 $ (814,790 ) $ 8,962,688 December 31, 2023 December 31, 2022 Amortization expense $ 814,790 $ - Total Amortization Expense $ 814,790 $ - |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 9 – OTHER CURRENT LIABILITIES As of December 31, 2023 and December 31, 2022, other current liabilities consisted of the following: SCHEDULE OF OTHER CURRENT LIABILITIES December 31, December 31, Insurance refunds payable $ 62,390 $ 62,390 Deferred revenue - 5,127 Other payables 7,920 - Other current liabilities $ 70,310 $ 67,517 |
CONTINGENT FUNDING LIABILITIES
CONTINGENT FUNDING LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Contingent Funding Liabilities | |
CONTINGENT FUNDING LIABILITIES | NOTE 10 – CONTINGENT FUNDING LIABILITIES On December 13, 2023, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables (the “Receivables Agreement”). Pursuant to the Receivables Agreement, the third party agreed to fund the Company $ 150,000 214,500 7,500 144,231 On November 22, 2023, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables (the “Receivables Agreement”). Pursuant to the Receivables Agreement, the third party agreed to fund the Company $ 275,000 393,250 13,750 222,115 On October 25, 2023, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables (the “Receivables Agreement”). Pursuant to the Receivables Agreement, the third party agreed to fund the Company $ 1,200,000 1,728,000 60,000 880,000 On June 27, 2023, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables (the “Receivables Agreement”). Pursuant to the Receivables Agreement, the third party agreed to fund the Company $ 1,250,000 1,800,000 62,500 On March 14, 2023, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables (the “Receivables Agreement”). Pursuant to the Receivables Agreement, the third party agreed to fund the Company $ 875,000 1,224,000 42,500 On September 14, 2022, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables (the “Receivables Agreement”). Pursuant to the Receivables Agreement, the third party agreed to fund the Company $ 275,000 396,000 15,000 On June 27, 2022, the Company entered into a non-recourse funding agreement with a third-party funder for the purchase and sale of future receivables. Pursuant to the Receivables Agreement, the third party agreed to fund the Company $ 550,000 792,000 27,500 The Company’s relationship with the funding source meets the criteria in ASC 470-10-25 – Sales of Future Revenues or Various Other Measures of Income (“ASC 470”), which relates to cash received from a funding source in exchange for a specified percentage or amount of revenue or other measure of income of a particular product line, business segment, trademark, patent or contractual right for a defined period. Under this guidance, the Company recognized the fair value of its contingent obligation to the funding source, as of the acquisition date, as a current liability in its consolidated balance sheet. Under ASC 470, amounts recorded as debt are to be amortized under the interest method. The Company made an accounting policy election to utilize the prospective method when there is a change in the estimated future cash flows, whereby a new effective interest rate is determined based on the revised estimate of remaining cash flows. The new rate is the discount rate that equates the present value of the revised estimate of remaining cash flows with the carrying amount of the debt, and it will be used to recognize interest expense for the remaining period. Under this method, the effective interest rate is not constant, and any change in expected cash flows is recognized prospectively as an adjustment to the effective yield. As of December 31, 2023, and December 31, 2022, the total contingent funding liability was $ 1,246,346 108,036 31 31 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 11 – NOTES PAYABLE On November 17, 2023, the Company issued promissory notes to Moku Foods, Inc. (the “Moku Foods November 2023 Note”) in the amount of $ 50,000 11.5 50,000 945 On October 16, 2023, the Company issued promissory notes to Moku Foods, Inc. (the “Moku Foods October 2023 Note”) in the amount of $ 150,000 11.5 150,000 4,300 On September 27, 2023, the Company issued promissory notes to Perfect Day, Inc. (the “Perfect Day Note”) in the amount of $ 4,400,000 On September 14, 2023, the Company issued a promissory note to Danam Health, Inc. (the “Danam Note”) in the amount of $ 300,000 200,000 100,000 0 50,000 On June 16, 2023, the Company issued a secured debenture to Eat Well Investment Group, Inc. (the “Eat Well June 2023 Note”) in the amount of $ 1,150,000 100 12 December 31, 2023 1,150,000 23,063 On February 8, 2023, Sapientia, a wholly-owned subsidiary of Superlatus, entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well February 2023 Note”) in the amount of $ 25,000 1.87 February 7, 2025 25,000 418 On September 14, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well September 2022 Note”) in the amount of $ 50,000 1.87 September 13, 2024 50,000 1,212 On July 26, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well July 26, 2022 Note”) in the amount of $ 35,000 1.87 July 25, 2024 35,000 938 On July 12, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well July 12, 2022 Note”) in the amount of $ 25,000 1.87 July 11, 2024 25,000 688 On March 15, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well March 2022 Note”) in the amount of $ 100,000 1.87 March 14, 2024 100,000 3,361 On February 1, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well February 2022 Note”) in the amount of $ 100,000 1.87 February 1, 2024 100,000 3,576 On January 20, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well January 2022 Note”) in the amount of $ 20,000 1.87 January 20, 2024 20,000 728 On December 24, 2021, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well December 2021 Note”) in the amount of $ 100,000 1.87 December 24, 2023 100,000 3,776 On November 10, 2021, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well November 2021 Note”) in the amount of $ 50,000 1.87 November 10, 2023 50,000 2,001 On August 18, 2021, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the “Eat Well August 2021 Note”) in the amount of $ 250,000 1.87 August 18, 2023 250,000 11,079 The following table summarizes notes payable balances as of December 31, 2023: SCHEDULE OF NOTES PAYABLE BALANCES Current Noncurrent Accrued Portion Portion Total Interest Current Portion Non current Portion Note Payable Total Accrued Interest Perfect Day Notes $ 4,400,000 $ - $ 4,400,000 $ - Danam Note 50,000 - 50,000 - Moku Foods November 2023 Note 50,000 - 50,000 945 Moku Foods October 2023 Note 150,000 - 150,000 4,300 Eat Well June 2023 Note 1,150,000 - 1,150,000 57,847 Eat Well February 2023 Note - 25,000 25,000 418 Eat Well September 2022 Note 50,000 - 50,000 1,212 Eat Well July 26, 2022 Note 35,000 - 35,000 938 Eat Well July 12, 2022 Note 25,000 - 25,000 688 Eat Well March 2022 Note 100,000 - 100,000 3,361 Eat Well February 2022 Note 100,000 - 100,000 3,576 Eat Well January 2022 Note 20,000 - 20,000 728 Eat Well December 2021 Note 100,000 - 100,000 3,776 Eat Well November 2021 Note 50,000 - 50,000 2,001 Eat Well August 2021 Note 250,000 - 250,000 11,079 $ 6,530,000 $ 25,000 $ 6,555,000 $ 90,869 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES The provision for income taxes on income from operations for fiscal 2023 and 2022 consists of the following: SCHEDULE OF PROVISION FOR INCOME TAXES 2023 2022 Federal: Current - - Deferred - - State Current - - Deferred - - Total - - Income (loss) before income taxes for the years ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF INCOME (LOSS) BEFORE INCOME TAXES For the year ended December 31, 2023 2022 US (17,843,574 ) (3,909,868 ) As a result of the full net valuation allowance position, the Company did not recognize any U.S. federal income tax expense or tax benefit on any components of continuing or discontinued operations. SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Deferred Tax Assets Net operating Losses 5,800,214 4,030,755 Purchased Intangibles 151,877 - Lease Liability 127,896 - Total Deferred Tax Assets 6,079,987 4,030,755 Deferred Tax Liabilities Purchased Goodwill (15,534 ) - Right to Use Assets (127,896 ) - Total Deferred Tax Liabilities (143,430 ) - Valuation Allowance (5,936,557 ) (4,030,755 ) Net Deferred Taxes - - 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 $ 24,893,624 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 13 – STOCKHOLDERS’ EQUITY Designation of Series C Preferred Stock Effective October 4, 2023, the Company filed a Certificate of Designation, Preferences, Rights and Limitations of the Series C Preferred Stock with the Secretary of the State of Delaware which designated 1,000 0.00001 Hudson Global Ventures Stock Purchase Agreement On October 4, 2023, the Company entered into a Securities Purchase Agreement (“Agreement”, or “SPA”) with Hudson Global Ventures, LLC (“Hudson”). Under the terms of the Agreement, the Company agreed to sell, and Hudson agreed to purchase, Two Hundred Ninety ( 290 1,000 41,193 40,000 250,000 Designation of Series B Preferred Stock Effective June 26, 2023, the Company filed a Certificate of Designation, Preferences, Rights and Limitations of the Series B Preferred Stock with the Secretary of the State of Delaware which designated 787,754 0.00001 2023 1:15 Stock Split Effective June 21, 2023, the Company executed a 1:15 reverse stock split for stockholders of record on that date. This was executed to comply with the Nasdaq Listing Rule 5550(a)(2) to have the price of the stock above $ 1 2022 Equity Compensation Awards Effective September 1, 2022, the Board of Directors and Compensation Committee of the Company, with the approval of each of the following officers, agreed to reduce the annual cash compensation payable to Suren Ajjarapu, the Company’s Chief Executive Officer; Prashant Patel, the Company’s President and Chief Operating Officer and Janet Huffman, the Company’s former Chief Financial Officer, in an effort to conserve cash. In lieu of the reduced cash salary payable to each officer, the Board and Compensation Committee agreed to issue such officers shares of the Company’s common stock equal to the amount of reduced cash salary, divided by the closing sales price of the Company’s common stock on the NASDAQ Capital Market on August 31, 2022, the date approved by the Board of Directors. The total amount of shares of common stock issued on August 31, 2022, to the officers was 5,460 The shares of common stock issuable to the officers vested at the rate of 1/4th of such shares on each of September 30, 2022, October 31, 2022, November 30, 2022, and December 31, 2022, subject to each applicable Officer’s continued service to the Company on such dates and subject to the restricted stock award agreements entered into as evidence of such awards. Separately, certain employees of the Company agreed to reduce their cash salaries by an aggregate of $ 37,000 2,126 Effective on August 31, 2022, the Board of Directors approved the issuance of 3,635 63,250 All of the awards discussed above were issued under the Company’s Second Amended and Restated 2019 Equity Incentive Plan (the “Plan”) and all restricted stock awards discussed above were evidenced by Restricted Stock Grant Agreements. |
PREFUNDED AND PRIVATE PLACEMENT
PREFUNDED AND PRIVATE PLACEMENT WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Prefunded And Private Placement Warrants | |
PREFUNDED AND PRIVATE PLACEMENT WARRANTS | NOTE 14 – PREFUNDED AND PRIVATE PLACEMENT WARRANTS On October 4, 2022 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor (the “Purchaser”) which provided for the sale and issuance by the Company of (i) the Company’s common stock (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) and (iii) warrants (the “Private Placement Warrants” and, together with the Shares and the Pre-Funded Warrants, the “Securities”). The Private Placement Warrants were sold in a concurrent private placement (the “Private Placement”). Simultaneously with the closing of the stock placement, the investor pre-purchased 40,116 17.25 0.00015 40,116 6.02 22.50 3.48 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
WARRANTS | NOTE 15 – WARRANTS During the year ended December 31, 2023, 41,193 none 40,116 1,795 1,621 The Company uses the Black-Scholes pricing model to estimate the fair value of stock-based awards on the date of the grant. There was no The following table summarizes the assumptions used to estimate the fair value of the outstanding warrants during the years ended December 31, 2023, and 2022. SUMMARY OF ASSUMPTIONS USED TO ESTIMATE FAIR VALUE OF WARRANTS GRANTED 2023 2022 Expected dividend yield 0 % 0 % Weighted-average expected volatility 165 % 86 % Weighted-average risk-free interest rate 3.9 % 4.3 % Warrants, measurement input 3.9 % 4.3 % Expected life of warrants 3.8 5 The Company’s outstanding and exercisable warrants as of December 31, 2023 and 2022 are presented below: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Number Weighted Contractual Intrinsic Warrants outstanding as of December 31, 2021 2,969 $ 4.82 0.95 $ 11,135 Warrants granted 177,536 22.50 4.77 - Warrants forfeited, expired, cancelled (202 ) 3.90 - - Warrants exercised (972 ) 0.06 - - Warrants outstanding as of December 31, 2022 179,331 22.50 4.72 6,731 Warrants granted 41,193 7.20 4.76 - Warrants forfeited, expired, cancelled - - - - Warrants exercised (1,795 ) 0.90 - - Warrants outstanding as of December 31, 2023 218,729 19.62 3.95 $ - Warrants exercisable as of December 31, 2023 218,279 19.62 3.95 $ - |
OPTIONS
OPTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
OPTIONS | NOTE 16 – 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 155,556 133,333 st beginning in 2021 and ending in 2029 (each a “Date of Determination”), in each case subject to the approval and determination of the administrator of the plan (the Board of Directors or Compensation Committee) on or prior to the applicable Date of Determination, equal to the lesser of (A) ten percent (10%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the administrator. The administrator as a result of the annual meeting shareholder vote increased the number of shares available to grant to employees under the 2019 incentive plan by 2 For the year ended December 31, 2023, 9,053 140 2,393 no Total compensation cost related to stock options granted was $ 29,738 79,163 The following table represents stock option activity for the year ended December 31, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Number Weighted-Average Weighted-Average Intrinsic Options outstanding as of December 31, 2021 27,398 $ 4.78 4.67 $ 368,417 Options exercisable as of December 31, 2021 20,146 4.88 4.38 257,186 Options granted - - - - Options forfeited (1,234 ) 87.37 4.91 - Options expired (6,456 ) 86.03 2.66 - Options exercised - - - - Options outstanding as of December 31, 2022 19,708 66.00 3.92 - Options exercisable as of December 31, 2022 17,167 66.30 3.89 - Options granted 9,053 6.08 4.25 - Options forfeited (140 ) 82.33 1.75 - Options expired (2,392 ) 89.89 0.06 - Options exercised - - - - Options outstanding as of December 31, 2023 26,229 $ 43.04 3.70 $ - Options exercisable as of December 31, 2023 16,141 $ 60.75 3.64 $ - |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 17 – CONTINGENCIES Studebaker Defense Group, LLC In July 2020, the Company’s wholly-owned subsidiary, IPS, entered into an agreement with Studebaker Defense Group, LLC (“Studebaker”) wherein IPS would pay Studebaker a down payment of $ 500,000 180,000 500,000 500,000 On April 13, 2023, a settlement was reached in the Studebaker and IPS legal case. The court found in favor of IPS and ordered Studebaker to pay $ 550,000 Sandwave Group Dsn Bhd and Crecom Burj Group SDN BHD In August 2020, IPS entered into an agreement with Sandwave Group Dsn Bhd (“Sandwave”), wherein IPS would pay Sandwave a down payment of $ 581,250 150,000 581,250 581,250 581,250 GSG PPE, LLC On November 19, 2021, IPS 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 IPS executed a valid initial contract setting the terms of a business transaction. GSG failed to pay IPS approximately 75% of the amount owed to IPS. GSG acknowledged it owed the money and executed a promissory note in favor of IPS in the amount of $ 630,000 630,000 630,000 630,000 743,000 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | NOTE 18 – LEASES The Company has two operating leases for corporate offices as of December 31, 2023. The following table outlines the details of the leases: SCHEDULE OF OPERATING LEASES Lease 1 Lease 2 Lease 3 Initial Lease Term January 2021 to December 2021 October 2018 to November 2023 October 2023 to September 2026 New Initial Lease Term January 2022 to December 2026 November 2023 to October 2028 - Initial Recognition of Right of use assets at January 1, 2019 $ 534,140 $ 313,301 - New Initial Recognition of Right of use Assets at December 31, 2021 $ 977,220 $ - - New Initial Recognition of Right of use Assets at December 31, 2023 351,581 Incremental Borrowing Rate 10 % 10 % 10 % The Company entered into a new corporate office lease (Lease 1) in January 2022. At inception, the Company determined that 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 38,500 642,887 664,992 The Company entered into a lease agreement (Lease 2) for the period of October 2018 to November 2023. At inception, management had included the renewal period from November 2023 to November 2028 within the initial recognition of the related right of use assets and lease liabilities, as it was reasonably expected, at the time, that the renewal option would be exercised. The Company determined that the new lease required measurement and recognition of the lease liability and right-of-use assets of $ 313,301 The Company entered into a new warehouse lease (Lease 3) October 2023. The Company determined that the new lease required measurement and recognition of the lease liability and right-of-use assets of $ 351,581 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 lease liabilities recorded in the Consolidated Balance Sheet as of December 31, 2023. SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES Future lease obligations 2024 187,935 2025 193,487 2026 163,146 2027 58,347 2028 48,612 Thereafter - Total minimum lease payments 651,527 Less: effect of discounting (102,617 ) Present value of future minimum lease payments 548,910 Less: current obligations under leases 139,705 Long-term lease obligations $ 409,205 Weighted Average Discount Rate 10 % Weighted Average Term Remaining 3.6 Short-Term Lease Expense Remaining $ 187,361 For the years ended December 31, 2023, and 2022, total lease expense was $ 385,977 344,525 For the years ended December 31, 2023, and 2022, amortization of right-of-use assets was $ 215,665 181,218 For the years ended December 31, 2023, and 2022, net operating lease liabilities settled was $ 195,475 164,618 |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 19 – SEGMENT REPORTING Operating segments are defined as the components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability, cash flows, and growth opportunities of each respective segment. The Company classifies its business interests into reportable segments which are: ● Trxade, Inc. - Web based pharmaceutical marketplace platform – B2B sales ● IPS - Integra Pharma, LLC - Licensed wholesaler of brand, generic and non-drug products – B2B sales ● Superlatus – holds Sapientia’s intellectual property for advanced food extrusion technology and The Urgent Company – Manufacturer of ice cream that is animal product-free, vegan, lactose-free, and made with plants – B2B sales ● Unallocated - Other – corporate overhead expense, discontinued operations and Bonum Health, LLC. SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS Years Ended December 31, 2023 Trxade, Inc. Integra Superlatus Unallocated Total Revenue 6,402,159 1,363,830 487,021 19,204 8,272,214 Gross Profit 6,402,159 49,030 (3,872,136 ) 19,204 2,598,257 Segment Assets 1,375,109 220,634 9,663,310 1,273,860 12,532,913 Segment Profit/Loss 2,325,175 (668,625 ) (10,416,347 ) (9,083,777 ) (17,843,574 ) Cost of Sales - 1,314,800 4,359,157 - 5,673,957 Years Ended December 31, 2022 Trxade, Inc. Integra Superlatus Unallocated Total Revenue 5,435,814 4,754,067 - 60,287 10,250,168 Gross Profit 5,433,641 25,343 - 60,287 5,519,271 Segment Assets 1,877,881 445,264 - 1,386,881 3,710,026 Segment Profit (Loss) 1,924,355 (545,557 ) - (5,288,666 ) (3,909,868 ) Cost of Sales 2,173 4,728,724 - - 4,730,897 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20 – SUBSEQUENT EVENTS Asset Purchase Agreement On February 16, 2024, the Company, together with Trxade, Inc., a wholly owned subsidiary of the Company, and Micro Merchant Systems, Inc. (“MMS”) entered into an asset purchase agreement (the “APA”) under which MMS agreed to purchase for cash substantially all of the assets of Trxade, Inc. On February 16, 2024, the parties consummated the closing of the transactions contemplated by the APA. Trxade, Inc. operated a web-based market platform designed to enable trading among healthcare buyers and sellers of pharmaceuticals, accessories and services. The purchase price paid at closing was $ 22.5 1.6 7.5 Subscription Agreement On February 29, 2024, the Company’s wholly owned subsidiary Trxade, Inc. entered into a Subscription Agreement (the “Subscription Agreement”) with Lafayette Energy Corp., a Delaware corporation (“Lafayette”). Pursuant to the Subscription Agreement, Trxade, Inc. will, in two equal tranches, invest a total of up to $ 5.0 2,000,000 Mr. Michael Peterson is a director of the Company as well as the CEO of Lafayette and a member of Lafayette’s board of directors. This relationship was disclosed to the Company’s Board of Directors and the audit committee of the Board of Directors prior to, and at the time that the terms of the Subscription Agreement and the transaction effected thereby were approved by the Board of Directors as a whole and the members of the audit committee. Stock Purchase Agreement On March 5, 2024, the Company entered in a Stock Purchase Agreement (“SPA”) with Superlatus Foods Inc. (the “Buyer”). Pursuant to the SPA, the Company sold all of the issued and outstanding stock (the “Stock”) of Superlatus Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Superlatus”), to the Buyer. The purchase price for the Stock was $ 1.00 Special Cash Dividend On March 6, 2024, the Company announced the declaration of a special cash dividend of eight dollars ($ 8.00 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE | The following table sets forth the computation of basic and diluted loss per share: SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE For the Years Ended 2023 2022 Numerator: Net loss from continuing operations $ (13,720,546 ) $ (2,403,442 ) Net loss attributable to noncontrolling interest - (437,769 ) Net loss from continuing operations available to common stockholders (13,720,546 ) (1,965,673 ) Net loss from discontinued operations (4,123,028 ) $ (1,506,426 ) Numerator for basic and diluted EPS - income available to common stockholders (17,843,574 ) $ (3,472,099 ) Denominator: Denominator for EPS – weighted average shares Basic 764,058 564,862 Diluted 2,381,443 566,609 Net loss per common share attributable to common stockholders Basic $ (23.35 ) $ (6.15 ) Diluted $ (7.49 ) $ (6.13 ) Net loss per common share from continuing operations Basic $ (17.96 ) $ (3.48 ) Diluted $ (5.76 ) $ (3.47 ) Net loss per common share from discontinued operations Basic $ (5.40 ) $ (2.67 ) Diluted $ (1.73 ) $ (2.66 ) |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Acquisitions And Dispositions | |
SCHEDULE OF PURCHASE PRICE ALLOCATION | The Amended Purchase Price allocation as of the acquisition date is presented as follows: SCHEDULE OF PURCHASE PRICE ALLOCATION July 31, 2023 Purchase consideration: Common Stock, at fair value $ 996,019 Series B Preferred Stock, at fair value 11,504,070 Total purchase consideration $ 12,500,089 Purchase price allocation: Cash $ 5,546 Prepaid expenses 3,705 Inventory 122,792 Intangible assets, net 9,777,479 Goodwill 5,129,115 Assets acquired 15,038,637 Accounts payable and other current liabilities (283,548 ) Purchase price payable (350,000 ) Notes payable (1,905,000 ) Liabilities assumed (2,538,548 ) Net assets acquired $ 12,500,089 |
SCHEDULE OF FAIR VALUES OF ASSETS ACQUIRED | The following summarizes the relative fair values of the assets acquired as of the acquisition date based on the allocation of the cost of the asset acquisition: SCHEDULE OF FAIR VALUES OF ASSETS ACQUIRED September 27, 2023 Purchase consideration: Promissory note $ 4,400,000 Total purchase consideration $ 4,400,000 Allocation of cost of assets acquired: Inventory $ 4,168,830 Property and equipment 231,170 Assets acquired 4,400,000 Net assets acquired $ 4,400,000 |
SCHEDULE OF FINANCIAL STATEMENTS OF DISCONTINUED OPERATIONS | SCHEDULE OF FINANCIAL STATEMENTS OF DISCONTINUED OPERATIONS December 31, December 31, Cash $ - $ 22,474 Accounts receivable - 363 Total assets of discontinued operations $ - $ 22,837 Accounts payable $ - $ 46,500 Total liabilities of discontinued operations $ - $ 46,500 |
SCHEDULE OF ASSETS AND LIABILITIES | As a result of the transactions, the following assets and liabilities of APS and CSP were transferred to Wood Sage as of August 22, 2023: SCHEDULE OF ASSETS AND LIABILITIES Alliance Community Cash $ 1,050 $ 61,988 Accounts receivable, net - 101,901 Inventory - 123,230 Prepaid assets - 525 Intangible assets and capitalized software, net 739,337 - Accounts payable (23,982 ) (231,876 ) Accrued liabilities - (10,182 ) Net assets sold $ 716,405 $ 45,586 |
SCHEDULE OF DISCONTINUED OPERATIONS | SCHEDULE OF DISCONTINUED OPERATIONS 2023 2022 2023 2022 2023 2022 2023 2022 SOSRx APS CPS Total Years Years Years Years 2023 2022 2023 2022 2023 2022 2023 2022 Revenue $ - $ 22,623 $ - $ - $ 851,755 $ 1,175,474 $ 851,755 $ 1,198,097 Cost of sales - - - - 705,206 1,266,152 705,206 1,266,152 Gross Profit - 22,623 - - 146,549 (90,678 ) 146,549 (68,055 ) Operating Expenses Impairment of intangible asset 792,500 - - - 792,500 Wage and salary expense - 55,439 - - 456,297 304,947 456,297 360,386 Professional fees - - 3,125 46,787 20,246 6,120 23,371 52,907 Accounting and legal expense - - 7,773 104 63,000 500 70,773 604 Technology expense - 63,160 20,611 86,688 9,464 17,823 30,075 167,671 General and Administrative - 4,931 3,762 11,562 32,830 49,710 36,592 66,203 Total operating expense - 916,030 35,271 145,141 581,837 379,100 617,108 1,440,271 Operating income (loss) from discontinued operations - (893,407 ) (35,271 ) (145,141 ) (435,288 ) (469,778 ) (470,559 ) (1,508,326 ) Other income (expense) - Gain (loss) on asset sale - - - 1,900 - - - 1,900 Total other income (expense) - - - 1,900 - - - 1,900 Net income (loss) from discontinued operations $ - $ (893,407 ) $ (35,271 ) $ (143,241 ) $ (435,288 ) $ (469,778 ) $ (470,559 ) $ (1,506,426 ) |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition | |
SCHEDULE OF DISAGGREGATED REVENUE | SCHEDULE OF DISAGGREGATED REVENUE Years ended December 31, 2023 2022 Product revenues Pharmaceutical product resale $ 1,363,830 $ 4,754,067 Packaged food resale 487,021 - Total product revenue $ 1,850,851 $ 4,754,067 Service revenues Transaction fee income $ 6,200,334 $ 5,347,401 Data service fee income 201,825 88,413 SaaS fee income 19,204 60,287 Total service revenue $ 6,421,363 5,496,101 Total revenues $ 8,272,214 $ 10,250,168 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | SCHEDULE OF INVENTORY As of December 31, 2023 2022 Raw materials $ - $ 65,523 Finished goods 968 - Inventory $ 968 $ 65,523 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS NET | As of December 31, 2023, intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS NET Weighted Useful Life Accumulated (years) Cost Amortization Net Developed technology 5.0 $ 9,777,478 $ (814,790 ) $ 8,962,688 December 31, 2023 December 31, 2022 Amortization expense $ 814,790 $ - Total Amortization Expense $ 814,790 $ - |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT LIABILITIES | As of December 31, 2023 and December 31, 2022, other current liabilities consisted of the following: SCHEDULE OF OTHER CURRENT LIABILITIES December 31, December 31, Insurance refunds payable $ 62,390 $ 62,390 Deferred revenue - 5,127 Other payables 7,920 - Other current liabilities $ 70,310 $ 67,517 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE BALANCES | The following table summarizes notes payable balances as of December 31, 2023: SCHEDULE OF NOTES PAYABLE BALANCES Current Noncurrent Accrued Portion Portion Total Interest Current Portion Non current Portion Note Payable Total Accrued Interest Perfect Day Notes $ 4,400,000 $ - $ 4,400,000 $ - Danam Note 50,000 - 50,000 - Moku Foods November 2023 Note 50,000 - 50,000 945 Moku Foods October 2023 Note 150,000 - 150,000 4,300 Eat Well June 2023 Note 1,150,000 - 1,150,000 57,847 Eat Well February 2023 Note - 25,000 25,000 418 Eat Well September 2022 Note 50,000 - 50,000 1,212 Eat Well July 26, 2022 Note 35,000 - 35,000 938 Eat Well July 12, 2022 Note 25,000 - 25,000 688 Eat Well March 2022 Note 100,000 - 100,000 3,361 Eat Well February 2022 Note 100,000 - 100,000 3,576 Eat Well January 2022 Note 20,000 - 20,000 728 Eat Well December 2021 Note 100,000 - 100,000 3,776 Eat Well November 2021 Note 50,000 - 50,000 2,001 Eat Well August 2021 Note 250,000 - 250,000 11,079 $ 6,530,000 $ 25,000 $ 6,555,000 $ 90,869 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PROVISION FOR INCOME TAXES | The provision for income taxes on income from operations for fiscal 2023 and 2022 consists of the following: SCHEDULE OF PROVISION FOR INCOME TAXES 2023 2022 Federal: Current - - Deferred - - State Current - - Deferred - - Total - - |
SCHEDULE OF INCOME (LOSS) BEFORE INCOME TAXES | Income (loss) before income taxes for the years ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF INCOME (LOSS) BEFORE INCOME TAXES For the year ended December 31, 2023 2022 US (17,843,574 ) (3,909,868 ) |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | As a result of the full net valuation allowance position, the Company did not recognize any U.S. federal income tax expense or tax benefit on any components of continuing or discontinued operations. SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Deferred Tax Assets Net operating Losses 5,800,214 4,030,755 Purchased Intangibles 151,877 - Lease Liability 127,896 - Total Deferred Tax Assets 6,079,987 4,030,755 Deferred Tax Liabilities Purchased Goodwill (15,534 ) - Right to Use Assets (127,896 ) - Total Deferred Tax Liabilities (143,430 ) - Valuation Allowance (5,936,557 ) (4,030,755 ) Net Deferred Taxes - - |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 outstanding warrants during the years ended December 31, 2023, and 2022. SUMMARY OF ASSUMPTIONS USED TO ESTIMATE FAIR VALUE OF WARRANTS GRANTED 2023 2022 Expected dividend yield 0 % 0 % Weighted-average expected volatility 165 % 86 % Weighted-average risk-free interest rate 3.9 % 4.3 % Warrants, measurement input 3.9 % 4.3 % Expected life of warrants 3.8 5 |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | The Company’s outstanding and exercisable warrants as of December 31, 2023 and 2022 are presented below: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Number Weighted Contractual Intrinsic Warrants outstanding as of December 31, 2021 2,969 $ 4.82 0.95 $ 11,135 Warrants granted 177,536 22.50 4.77 - Warrants forfeited, expired, cancelled (202 ) 3.90 - - Warrants exercised (972 ) 0.06 - - Warrants outstanding as of December 31, 2022 179,331 22.50 4.72 6,731 Warrants granted 41,193 7.20 4.76 - Warrants forfeited, expired, cancelled - - - - Warrants exercised (1,795 ) 0.90 - - Warrants outstanding as of December 31, 2023 218,729 19.62 3.95 $ - Warrants exercisable as of December 31, 2023 218,279 19.62 3.95 $ - |
OPTIONS (Tables)
OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table represents stock option activity for the year ended December 31, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Number Weighted-Average Weighted-Average Intrinsic Options outstanding as of December 31, 2021 27,398 $ 4.78 4.67 $ 368,417 Options exercisable as of December 31, 2021 20,146 4.88 4.38 257,186 Options granted - - - - Options forfeited (1,234 ) 87.37 4.91 - Options expired (6,456 ) 86.03 2.66 - Options exercised - - - - Options outstanding as of December 31, 2022 19,708 66.00 3.92 - Options exercisable as of December 31, 2022 17,167 66.30 3.89 - Options granted 9,053 6.08 4.25 - Options forfeited (140 ) 82.33 1.75 - Options expired (2,392 ) 89.89 0.06 - Options exercised - - - - Options outstanding as of December 31, 2023 26,229 $ 43.04 3.70 $ - Options exercisable as of December 31, 2023 16,141 $ 60.75 3.64 $ - |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
SCHEDULE OF OPERATING LEASES | The Company has two operating leases for corporate offices as of December 31, 2023. The following table outlines the details of the leases: SCHEDULE OF OPERATING LEASES Lease 1 Lease 2 Lease 3 Initial Lease Term January 2021 to December 2021 October 2018 to November 2023 October 2023 to September 2026 New Initial Lease Term January 2022 to December 2026 November 2023 to October 2028 - Initial Recognition of Right of use assets at January 1, 2019 $ 534,140 $ 313,301 - New Initial Recognition of Right of use Assets at December 31, 2021 $ 977,220 $ - - New Initial Recognition of Right of use Assets at December 31, 2023 351,581 Incremental Borrowing Rate 10 % 10 % 10 % |
SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES | SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES Future lease obligations 2024 187,935 2025 193,487 2026 163,146 2027 58,347 2028 48,612 Thereafter - Total minimum lease payments 651,527 Less: effect of discounting (102,617 ) Present value of future minimum lease payments 548,910 Less: current obligations under leases 139,705 Long-term lease obligations $ 409,205 Weighted Average Discount Rate 10 % Weighted Average Term Remaining 3.6 Short-Term Lease Expense Remaining $ 187,361 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS | SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS Years Ended December 31, 2023 Trxade, Inc. Integra Superlatus Unallocated Total Revenue 6,402,159 1,363,830 487,021 19,204 8,272,214 Gross Profit 6,402,159 49,030 (3,872,136 ) 19,204 2,598,257 Segment Assets 1,375,109 220,634 9,663,310 1,273,860 12,532,913 Segment Profit/Loss 2,325,175 (668,625 ) (10,416,347 ) (9,083,777 ) (17,843,574 ) Cost of Sales - 1,314,800 4,359,157 - 5,673,957 Years Ended December 31, 2022 Trxade, Inc. Integra Superlatus Unallocated Total Revenue 5,435,814 4,754,067 - 60,287 10,250,168 Gross Profit 5,433,641 25,343 - 60,287 5,519,271 Segment Assets 1,877,881 445,264 - 1,386,881 3,710,026 Segment Profit (Loss) 1,924,355 (545,557 ) - (5,288,666 ) (3,909,868 ) Cost of Sales 2,173 4,728,724 - - 4,730,897 |
SCHEDULE OF BASIC AND DILUTIVE
SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Net loss attributable to noncontrolling interest | $ (437,769) | |
Net loss from continuing operations available to common stockholders | (13,720,546) | (2,403,442) |
Net loss from discontinued operations | $ (4,123,028) | $ (1,506,426) |
Basic | 764,058 | 564,862 |
Diluted | 2,381,443 | 566,609 |
Net loss per common share attributable to common stockholders | ||
Basic | $ (23.35) | $ (6.15) |
Diluted | (7.49) | (6.13) |
Net loss per common share from continuing operations | ||
Basic | (17.96) | (3.48) |
Diluted | (5.76) | (3.47) |
Net loss per common share from discontinued operations | ||
Basic | (5.40) | (2.67) |
Diluted | $ (1.73) | $ (2.66) |
Numerator [Member] | ||
Product Information [Line Items] | ||
Net loss from continuing operations | $ (13,720,546) | $ (2,403,442) |
Net loss attributable to noncontrolling interest | (437,769) | |
Net loss from continuing operations available to common stockholders | (13,720,546) | (1,965,673) |
Net loss from discontinued operations | (4,123,028) | (1,506,426) |
Numerator for basic EPS - income available to common stockholders | (17,843,574) | (3,472,099) |
Numerator for diluted EPS - income available to common stockholders | $ (17,843,574) | $ (3,472,099) |
Denominator [Member] | ||
Product Information [Line Items] | ||
Basic | 764,058 | 564,862 |
Diluted | 2,381,443 | 566,609 |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||
Jan. 08, 2024 | Jul. 31, 2023 | Jun. 28, 2023 | Jun. 21, 2023 | Jan. 20, 2023 | Jan. 04, 2023 | Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 26, 2023 | May 23, 2022 | May 20, 2022 | Feb. 15, 2022 | |
Shares issued price per share | $ 1 | $ 1 | |||||||||||
Number of shares during period, value | $ 130,918 | ||||||||||||
Reverse stock split | Effective June 21, 2023, the Company executed a 1:15 reverse stock split for stockholders of record on that date | Effective June 21, 2023, the Company executed a 1:15 reverse stock split for stockholders of record on that date. This was executed to comply with the Nasdaq Listing Rule 5550(a)(2) to have the price of the stock above $1 | |||||||||||
Account receivable | $ 821,804 | 629,921 | |||||||||||
Bad debt | $ 630,000 | (246,683) | |||||||||||
Other Receivables, Net, Current | 0 | ||||||||||||
Note receivables, net | 370,608 | ||||||||||||
Goodwill impairment loss | $ 5,129,115 | ||||||||||||
Warrants to purchase common stock | 218,729 | ||||||||||||
Provision for income taxes | |||||||||||||
GSG PPE, LLC [Member] | |||||||||||||
Bad debt | 32,074 | 98,841 | |||||||||||
Community Specialty Pharmacy LLC [Member] | |||||||||||||
Other Receivables | $ 1,200,000 | ||||||||||||
Payment of other receivables | $ 875,000 | ||||||||||||
Single Customer [Member] | GSG PPE, LLC [Member] | |||||||||||||
Account receivable | $ 630,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of shares during period, value | $ 1 | ||||||||||||
Warrant [Member] | |||||||||||||
Number of shares, issued | 50,000 | ||||||||||||
Reverse stock split | 1:15 | ||||||||||||
Options to purchase common stock | 26,229 | ||||||||||||
Warrants to purchase, shares | 601,740 | ||||||||||||
Warrants to purchase, shares | 40,116 | ||||||||||||
Warrants, price per share | $ 6.02 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Preferred stock, par value | $ 0.00001 | ||||||||||||
Membership Interest Purchase Agreements [Member] | Alliance Pharma Solutions LLC and Community Specialty Pharmacy LLC [Member] | |||||||||||||
Sale of stock percentage | 100% | ||||||||||||
Membership Interest Purchase Agreements [Member] | Alliance Pharma Solutions LLC [Member] | |||||||||||||
Sale of stock consideration value | $ 125,000 | ||||||||||||
Membership Interest Purchase Agreements [Member] | Community Specialty Pharmacy LLC [Member] | |||||||||||||
Sale of stock consideration value | 100,000 | ||||||||||||
Master Service Agreement [Member] | |||||||||||||
Additional amount owed prior to agreement | $ 1,075,000 | ||||||||||||
Merger Agreement [Member] | Suran Aijarapu [Member] | |||||||||||||
Share conversion | 85,000 | ||||||||||||
Merger Agreement [Member] | Prashant Patel [Member] | |||||||||||||
Share conversion | 81,666 | ||||||||||||
Merger Agreement [Member] | Common Stock [Member] | |||||||||||||
Common stock per share | $ 7.30 | ||||||||||||
Merger Agreement [Member] | Series B Preferred Stock [Member] | |||||||||||||
Number of shares, issued | 136,441 | 136,441 | |||||||||||
Stock issued and outstanding percentage | 19.99% | ||||||||||||
Share conversion | 15,759 | 306,855 | |||||||||||
Preferred stock, par value | $ 0.00001 | ||||||||||||
Conversion ratio, shares | 100 | ||||||||||||
Number of shares, issued value | $ 225,000,169 | ||||||||||||
Amended Meger Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||||||
Number of shares during period | 136,441 | ||||||||||||
Percentage of total issued and outstanding common stock | 19.99% | ||||||||||||
Shares issued price per share | $ 7.30 | ||||||||||||
Number of shares during period, value | $ 12,500,089 | ||||||||||||
Amended Meger Agreement [Member] | Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||
Conversion ratio, shares | 100 | ||||||||||||
Number of shares during period | 15,759 | ||||||||||||
Shares issued price per share | $ 0.00001 | ||||||||||||
Shares surrendered | 291,096 | ||||||||||||
Trxade, Inc.[Member] | |||||||||||||
Equity method investment ownership percentage | 100% | ||||||||||||
SOSRx, LLC [Member] | |||||||||||||
Equity method investment ownership percentage | 51% | ||||||||||||
Disposal of assets | $ 352,244 | ||||||||||||
Exchange Health LLC [Member] | |||||||||||||
Equity method investment ownership percentage | 49% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained deficit | $ 33,245,940 | $ 19,719,536 |
Working capital deficit | 8,803,293 | |
Cash | $ 151,908 |
SCHEDULE OF PURCHASE PRICE ALLO
SCHEDULE OF PURCHASE PRICE ALLOCATION (Details) - USD ($) | Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Purchase price payable | $ (350,000) | ||
Superlatus, Inc. [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Common stock, at fair value | $ 996,019 | ||
Series B Preferred Stock, at fair value | 11,504,070 | ||
Total purchase consideration | 12,500,089 | ||
Cash | 5,546 | ||
Prepaid expenses | 3,705 | ||
Inventory | 122,792 | ||
Intangible assets, net | 9,777,479 | ||
Goodwill | 5,129,115 | ||
Assets acquired | 15,038,637 | ||
Accounts payable and other current liabilities | (283,548) | ||
Purchase price payable | (350,000) | ||
Notes payable | (1,905,000) | ||
Liabilities assumed | (2,538,548) | ||
Net assets acquired | $ 12,500,089 |
SCHEDULE OF FAIR VALUES OF ASSE
SCHEDULE OF FAIR VALUES OF ASSETS ACQUIRED (Details) - The Urgent Company, Inc. [Member] | Sep. 27, 2023 USD ($) |
Asset Acquisition [Line Items] | |
Promissory note | $ 4,400,000 |
Total purchase consideration | 4,400,000 |
Inventory | 4,168,830 |
Property and equipment | 231,170 |
Assets acquired | 4,400,000 |
Net assets acquired | $ 4,400,000 |
SCHEDULE OF FINANCIAL STATEMENT
SCHEDULE OF FINANCIAL STATEMENTS OF DISCONTINUED OPERATIONS (Details) - SOSRx, LLC [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Multiemployer Plan [Line Items] | ||
Cash | $ 22,474 | |
Accounts receivable | 363 | |
Total assets of discontinued operations | 22,837 | |
Accounts payable | 46,500 | |
Total liabilities of discontinued operations | $ 46,500 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES (Details) | Aug. 22, 2023 USD ($) |
Alliance Pharma Solutions LLC [Member] | |
Multiemployer Plan [Line Items] | |
Cash | $ 1,050 |
Accounts receivable, net | |
Inventory | |
Prepaid assets | |
Intangible assets and capitalized software, net | 739,337 |
Accounts payable | (23,982) |
Accrued liabilities | |
Net assets sold | 716,405 |
Community Speciality Pharmacy LLC [Member] | |
Multiemployer Plan [Line Items] | |
Cash | 61,988 |
Accounts receivable, net | 101,901 |
Inventory | 123,230 |
Prepaid assets | 525 |
Intangible assets and capitalized software, net | |
Accounts payable | (231,876) |
Accrued liabilities | (10,182) |
Net assets sold | $ 45,586 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 851,755 | $ 1,198,097 |
Cost of sales | 705,206 | 1,266,152 |
Gross Profit | 146,549 | (68,055) |
Operating Expenses | ||
Impairment of intangible asset | 792,500 | |
Wage and salary expense | 456,297 | 360,386 |
Professional fees | 23,371 | 52,907 |
Accounting and legal expense | 70,773 | 604 |
Technology expense | 30,075 | 167,671 |
General and Administrative | 36,592 | 66,203 |
Total operating expense | 617,108 | 1,440,271 |
Operating income (loss) from discontinued operations | (470,559) | (1,508,326) |
Other income (expense) | ||
Gain (loss) on asset sale | 1,900 | |
Total other income (expense) | 1,900 | |
Net income (loss) from discontinued operations | (470,559) | (1,506,426) |
SOSRx [Member] | ||
Revenue | 22,623 | |
Cost of sales | ||
Gross Profit | 22,623 | |
Operating Expenses | ||
Impairment of intangible asset | 792,500 | |
Wage and salary expense | 55,439 | |
Professional fees | ||
Accounting and legal expense | ||
Technology expense | 63,160 | |
General and Administrative | 4,931 | |
Total operating expense | 916,030 | |
Operating income (loss) from discontinued operations | (893,407) | |
Other income (expense) | ||
Gain (loss) on asset sale | ||
Total other income (expense) | ||
Net income (loss) from discontinued operations | (893,407) | |
Alliance Pharma Solution [Member] | ||
Revenue | ||
Cost of sales | ||
Gross Profit | ||
Operating Expenses | ||
Impairment of intangible asset | ||
Wage and salary expense | ||
Professional fees | 3,125 | 46,787 |
Accounting and legal expense | 7,773 | 104 |
Technology expense | 20,611 | 86,688 |
General and Administrative | 3,762 | 11,562 |
Total operating expense | 35,271 | 145,141 |
Operating income (loss) from discontinued operations | (35,271) | (145,141) |
Other income (expense) | ||
Gain (loss) on asset sale | 1,900 | |
Total other income (expense) | 1,900 | |
Net income (loss) from discontinued operations | (35,271) | (143,241) |
Community Speciality Pharmacy [Member] | ||
Revenue | 851,755 | 1,175,474 |
Cost of sales | 705,206 | 1,266,152 |
Gross Profit | 146,549 | (90,678) |
Operating Expenses | ||
Impairment of intangible asset | ||
Wage and salary expense | 456,297 | 304,947 |
Professional fees | 20,246 | 6,120 |
Accounting and legal expense | 63,000 | 500 |
Technology expense | 9,464 | 17,823 |
General and Administrative | 32,830 | 49,710 |
Total operating expense | 581,837 | 379,100 |
Operating income (loss) from discontinued operations | (435,288) | (469,778) |
Other income (expense) | ||
Gain (loss) on asset sale | ||
Total other income (expense) | ||
Net income (loss) from discontinued operations | $ (435,288) | $ (469,778) |
ACQUISITIONS AND DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jan. 08, 2024 | Sep. 27, 2023 | Jul. 31, 2023 | Dec. 31, 2023 | Aug. 22, 2023 | Feb. 04, 2023 | Sep. 30, 2021 | |
Notes payable | $ 6,555,000 | ||||||
Debt instrument face amount | $ 630,000 | ||||||
Gain loss on disposal of assets | $ 3,300,225.42 | ||||||
Promissory Note [Member] | |||||||
Debt instrument face amount | $ 125,000 | ||||||
Promissory Note [Member] | Community Speciality Pharmacy LLC [Member] | |||||||
Debt instrument face amount | $ 100,000 | ||||||
Alliance Pharma Solutions LLC [Member] | |||||||
Ownership percentage | 100% | ||||||
SOSRx, LLC [Member] | |||||||
Notes payable | $ 500,000 | ||||||
Accounts payable | $ 15,000 | ||||||
Asset Purchase Agreement [Member] | |||||||
Asset acquisition consideration transferred | $ 4,400,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Stock issued | 100 | ||||||
Series B Preferred Stock [Member] | Merger Agreement [Member] | |||||||
Stock issued during period shares other | 136,441 | 136,441 | |||||
Stock issued and outstanding percentage | 19.99% | ||||||
Stock issued during period shares conversion of units | 15,759 | 306,855 | |||||
Stock issued during period shares conversion of units | 0.00001 | ||||||
Series B Preferred Stock [Member] | Merger Agreement [Member] | Superlatus, Inc. [Member] | |||||||
Business acquisition percentage of voting interests acquired | 100% | ||||||
Business acquisition share price | $ 7.30 | ||||||
Stock issued and outstanding percentage | 19.99% | 19.99% | |||||
Business combination step acquisition equity interest in acquiree fair value | $ 12,500,089 | $ 225,000,169 | |||||
Series B Preferred Stock [Member] | Amended Meger Agreement [Member] | Subsequent Event [Member] | |||||||
Shares surrendered | 291,096 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Feb. 15, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Annual base salary | $ 400,000 | ||
Promissory note issued | $ 500,000 | ||
Related party debt | 6,555,000 | ||
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Related party debt | $ 0 | ||
Related party transaction, description of transaction | (i) provides that all accumulated losses of SOSRx through December 20, 2022, will be allocated 51% to the Company and 49% to Exchange Health; (ii) provides for a total of approximately $15,000 in outstanding invoices owed by the Company to SOSRx to be waived; (iii) includes certain indemnification obligations of SOSRx and Exchange Health; (iv) requires SOSRx to pay certain pre-agreed outstanding invoices of SOSRx; (v) includes mutual releases of the Company and SOSRx and Exchange Health; and (vi) includes customary representations and warranties of the parties. | ||
Exchange Health LLC [Member] | Software and contracts [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from intangible assets. | $ 792,000 | ||
Scietech LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 31% | ||
SOSRx, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 51% | ||
Related party transaction amount | $ 325,000 | ||
Promissory note issued | 500,000 | ||
Other commitment | $ 400,000 | ||
Exchange Health LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 49% |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product revenues | ||
Total revenues | $ 8,272,214 | $ 10,250,168 |
Product Revenue [Member] | ||
Product revenues | ||
Pharmaceutical product resale | 1,363,830 | 4,754,067 |
Packaged food resale | 487,021 | |
Total revenues | 1,850,851 | 4,754,067 |
Service Revenue [Member] | ||
Product revenues | ||
Total revenues | 6,421,363 | 5,496,101 |
Service revenues | ||
Transaction fee income | 6,200,334 | 5,347,401 |
Data service fee income | 201,825 | 88,413 |
SaaS fee income | $ 19,204 | $ 60,287 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 65,523 | |
Finished goods | 968 | |
Inventory | $ 968 | $ 65,523 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | Dec. 31, 2023 | Aug. 22, 2023 | Sep. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt instrument face amount | $ 630,000 | ||
Promissory Note Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt instrument face amount | $ 1,300,000 | ||
Note receivables | $ 1,300,000 |
SCHEDULE OF INTANGIBLE ASSETS N
SCHEDULE OF INTANGIBLE ASSETS NET (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Net | $ 8,962,688 | |
Amortization expense | 814,790 | |
Total Amortization Expense | $ 814,790 | |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (years) | 5 years | |
Cost | $ 9,777,478 | |
Accumulated Amortization | (814,790) | |
Intangible assets, Net | $ 8,962,688 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Insurance refunds payable | $ 62,390 | $ 62,390 |
Deferred revenue | 5,127 | |
Other payables | 7,920 | |
Other current liabilities | $ 70,310 | $ 67,517 |
CONTINGENT FUNDING LIABILITIES
CONTINGENT FUNDING LIABILITIES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 13, 2023 | Nov. 22, 2023 | Oct. 25, 2023 | Jun. 27, 2023 | Mar. 14, 2023 | Dec. 31, 2022 | Sep. 14, 2022 | Jun. 27, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Contingent funding liabilities | $ 1,246,346 | $ 108,036 | |||||||
December 13, 2023 [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Contingent funding liabilities | 144,231 | ||||||||
November 22, 2023 [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Contingent funding liabilities | 222,115 | ||||||||
October 25, 2023 [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Contingent funding liabilities | 880,000 | ||||||||
Receivables Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Contingent funding liabilities | $ 1,246,346 | $ 150,000 | $ 275,000 | $ 1,200,000 | $ 1,250,000 | $ 875,000 | $ 108,036 | $ 275,000 | $ 550,000 |
Receivables net current | 214,500 | 393,250 | 1,728,000 | 1,800,000 | 1,224,000 | 396,000 | 792,000 | ||
One-time origination fee | $ 7,500 | $ 13,750 | $ 60,000 | $ 62,500 | $ 42,500 | $ 15,000 | $ 27,500 | ||
Interest rate | 31% | 31% |
SCHEDULE OF NOTES PAYABLE BALAN
SCHEDULE OF NOTES PAYABLE BALANCES (Details) - USD ($) | Dec. 31, 2023 | Sep. 14, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | |||
Current Portion | $ 6,530,000 | $ 166,667 | |
Non current Portion | 25,000 | $ 333,333 | |
Note Payable Total | 6,555,000 | ||
Accrued Interest | 90,869 | ||
Perfect Day Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 4,400,000 | ||
Non current Portion | |||
Note Payable Total | 4,400,000 | ||
Accrued Interest | |||
Danam Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 50,000 | ||
Non current Portion | |||
Note Payable Total | 50,000 | $ 300,000 | |
Accrued Interest | |||
Moku Foods November 2023 Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 50,000 | ||
Non current Portion | |||
Note Payable Total | 50,000 | ||
Accrued Interest | 945 | ||
Moku Foods October 2023 Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 150,000 | ||
Non current Portion | |||
Note Payable Total | 150,000 | ||
Accrued Interest | 4,300 | ||
Eat Well June 2023 Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 1,150,000 | ||
Non current Portion | |||
Note Payable Total | 1,150,000 | ||
Accrued Interest | 57,847 | ||
EatWell February 2023 Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | |||
Non current Portion | 25,000 | ||
Note Payable Total | 25,000 | ||
Accrued Interest | 418 | ||
Eat Well September 2022 Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 50,000 | ||
Non current Portion | |||
Note Payable Total | 50,000 | ||
Accrued Interest | 1,212 | ||
Eat Well July 26, 2022 Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 35,000 | ||
Non current Portion | |||
Note Payable Total | 35,000 | ||
Accrued Interest | 938 | ||
Eat Well July 12, 2022 Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 25,000 | ||
Non current Portion | |||
Note Payable Total | 25,000 | ||
Accrued Interest | 688 | ||
Eat Well March 2022 Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 100,000 | ||
Non current Portion | |||
Note Payable Total | 100,000 | ||
Accrued Interest | 3,361 | ||
Eat Well February 2022 Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 100,000 | ||
Non current Portion | |||
Note Payable Total | 100,000 | ||
Accrued Interest | 3,576 | ||
Eat Well January 2022 Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 20,000 | ||
Non current Portion | |||
Note Payable Total | 20,000 | ||
Accrued Interest | 728 | ||
Eat Well December 2021 Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 100,000 | ||
Non current Portion | |||
Note Payable Total | 100,000 | ||
Accrued Interest | 3,776 | ||
Eat Well November 2021 Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 50,000 | ||
Non current Portion | |||
Note Payable Total | 50,000 | ||
Accrued Interest | 2,001 | ||
Eat Well August 2021 Note [Member] | |||
Short-Term Debt [Line Items] | |||
Current Portion | 250,000 | ||
Non current Portion | |||
Note Payable Total | 250,000 | ||
Accrued Interest | $ 11,079 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Nov. 17, 2023 | Oct. 16, 2023 | Sep. 27, 2023 | Jun. 16, 2023 | Feb. 08, 2023 | Sep. 14, 2022 | Jul. 26, 2022 | Jul. 12, 2022 | Mar. 15, 2022 | Feb. 01, 2022 | Jan. 20, 2022 | Dec. 24, 2021 | Nov. 10, 2021 | Aug. 18, 2021 | Dec. 31, 2023 | Oct. 13, 2023 | Sep. 14, 2023 |
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | $ 6,555,000 | ||||||||||||||||
Interest payable | 90,869 | ||||||||||||||||
Moku Foods November 2023 Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from issuance of secured debt | $ 50,000 | ||||||||||||||||
Debt instrument interest rate | 11.50% | ||||||||||||||||
Notes payable | 50,000 | ||||||||||||||||
Interest payable | 945 | ||||||||||||||||
Moku Foods October 2023 Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from issuance of secured debt | $ 150,000 | ||||||||||||||||
Debt instrument interest rate | 11.50% | ||||||||||||||||
Notes payable | 150,000 | ||||||||||||||||
Interest payable | 4,300 | ||||||||||||||||
Perfect Day Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from issuance of secured debt | $ 4,400,000 | ||||||||||||||||
Notes payable | 4,400,000 | ||||||||||||||||
Interest payable | |||||||||||||||||
Danam Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | 50,000 | $ 300,000 | |||||||||||||||
Interest payable | |||||||||||||||||
Additional deposits | $ 100,000 | $ 200,000 | |||||||||||||||
Debt instrument interest rate | 0% | ||||||||||||||||
Eat Well June 2023 Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from issuance of secured debt | $ 1,150,000 | ||||||||||||||||
Debt instrument interest rate | 12% | ||||||||||||||||
Interest payable | $ 23,063 | ||||||||||||||||
Membership interests | 100% | ||||||||||||||||
Maturity date | Dec. 31, 2023 | ||||||||||||||||
Secured debt | 1,150,000 | ||||||||||||||||
EatWell February 2023 Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | 25,000 | ||||||||||||||||
Interest payable | 418 | ||||||||||||||||
EatWell February 2023 Note [Member] | Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument interest rate | 1.87% | ||||||||||||||||
Notes payable | $ 25,000 | 25,000 | |||||||||||||||
Interest payable | 418 | ||||||||||||||||
Maturity date | Feb. 07, 2025 | ||||||||||||||||
Eat Well September 2022 Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | 50,000 | ||||||||||||||||
Interest payable | 1,212 | ||||||||||||||||
Eat Well September 2022 Note [Member] | Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument interest rate | 1.87% | ||||||||||||||||
Notes payable | $ 50,000 | 50,000 | |||||||||||||||
Interest payable | 1,212 | ||||||||||||||||
Maturity date | Sep. 13, 2024 | ||||||||||||||||
Eat Well July 26, 2022 Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | 35,000 | ||||||||||||||||
Interest payable | 938 | ||||||||||||||||
Eat Well July 26, 2022 Note [Member] | Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument interest rate | 1.87% | ||||||||||||||||
Notes payable | $ 35,000 | 35,000 | |||||||||||||||
Interest payable | 938 | ||||||||||||||||
Maturity date | Jul. 25, 2024 | ||||||||||||||||
Eat Well July 12, 2022 Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | 25,000 | ||||||||||||||||
Interest payable | 688 | ||||||||||||||||
Eat Well July 12, 2022 Note [Member] | Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument interest rate | 1.87% | ||||||||||||||||
Notes payable | $ 25,000 | 25,000 | |||||||||||||||
Interest payable | 688 | ||||||||||||||||
Maturity date | Jul. 11, 2024 | ||||||||||||||||
Eat Well March 2022 Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | 100,000 | ||||||||||||||||
Interest payable | 3,361 | ||||||||||||||||
Eat Well March 2022 Note [Member] | Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument interest rate | 1.87% | ||||||||||||||||
Notes payable | $ 100,000 | 100,000 | |||||||||||||||
Interest payable | 3,361 | ||||||||||||||||
Maturity date | Mar. 14, 2024 | ||||||||||||||||
Eat Well February 2022 Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | 100,000 | ||||||||||||||||
Interest payable | 3,576 | ||||||||||||||||
Eat Well February 2022 Note [Member] | Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument interest rate | 1.87% | ||||||||||||||||
Notes payable | $ 100,000 | 100,000 | |||||||||||||||
Interest payable | 3,576 | ||||||||||||||||
Maturity date | Feb. 01, 2024 | ||||||||||||||||
Eat Well January 2022 Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | 20,000 | ||||||||||||||||
Interest payable | 728 | ||||||||||||||||
Eat Well January 2022 Note [Member] | Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument interest rate | 1.87% | ||||||||||||||||
Notes payable | $ 20,000 | 20,000 | |||||||||||||||
Interest payable | 728 | ||||||||||||||||
Maturity date | Jan. 20, 2024 | ||||||||||||||||
Eat Well December 2021 Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | 100,000 | ||||||||||||||||
Interest payable | 3,776 | ||||||||||||||||
Eat Well December 2021 Note [Member] | Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument interest rate | 1.87% | ||||||||||||||||
Notes payable | $ 100,000 | 100,000 | |||||||||||||||
Interest payable | 3,776 | ||||||||||||||||
Maturity date | Dec. 24, 2023 | ||||||||||||||||
Eat Well November 2021 Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | 50,000 | ||||||||||||||||
Interest payable | 2,001 | ||||||||||||||||
Eat Well November 2021 Note [Member] | Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument interest rate | 1.87% | ||||||||||||||||
Notes payable | $ 50,000 | 50,000 | |||||||||||||||
Interest payable | 2,001 | ||||||||||||||||
Maturity date | Nov. 10, 2023 | ||||||||||||||||
Eat Well August 2021 Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Notes payable | 250,000 | ||||||||||||||||
Interest payable | 11,079 | ||||||||||||||||
Eat Well August 2021 Note [Member] | Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument interest rate | 1.87% | ||||||||||||||||
Notes payable | $ 250,000 | 250,000 | |||||||||||||||
Interest payable | $ 11,079 | ||||||||||||||||
Maturity date | Aug. 18, 2023 |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | ||
Current | ||
Deferred | ||
Total |
SCHEDULE OF INCOME (LOSS) BEFOR
SCHEDULE OF INCOME (LOSS) BEFORE INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
US | $ (13,720,546) | $ (2,403,442) |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
US | $ (17,843,574) | $ (3,909,868) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating Losses | $ 5,800,214 | $ 4,030,755 |
Purchased Intangibles | 151,877 | |
Lease Liability | 127,896 | |
Total Deferred Tax Assets | 6,079,987 | 4,030,755 |
Purchased Goodwill | (15,534) | |
Right to Use Assets | (127,896) | |
Total Deferred Tax Liabilities | (143,430) | |
Valuation Allowance | (5,936,557) | (4,030,755) |
Net Deferred Taxes |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2023 USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards | $ 24,893,624 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Oct. 04, 2023 | Jul. 31, 2023 | Jun. 21, 2023 | Aug. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 26, 2023 | Apr. 10, 2023 | |
Class of Stock [Line Items] | ||||||||
Stock issued during period value issued for services | $ 257,772 | $ 254,106 | ||||||
Stockholders' equity, reverse stock split | Effective June 21, 2023, the Company executed a 1:15 reverse stock split for stockholders of record on that date | Effective June 21, 2023, the Company executed a 1:15 reverse stock split for stockholders of record on that date. This was executed to comply with the Nasdaq Listing Rule 5550(a)(2) to have the price of the stock above $1 | ||||||
Shares issued price per share | $ 1 | $ 1 | ||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period, shares | 61,334 | |||||||
Stock issued during period value issued for services | ||||||||
Stock issued during period shares issued for services | 38,480 | 19,511 | ||||||
Officers [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period, shares | 5,460 | |||||||
Employees [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Decrease in salaries | $ 37,000 | |||||||
Share based compensation, shares | 2,126 | |||||||
Board of Directors Chairman [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period value issued for services | $ 63,250 | |||||||
Stock issued during period shares issued for services | 3,635 | |||||||
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000 | |||||||
Preferred stock, par value | $ 1,000 | $ 0.00001 | ||||||
Preferred stock, shares | 290 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period, shares | 41,193 | |||||||
Common stock shares issued | 40,000 | |||||||
Stock issued during period value issued for services | $ 250,000 | |||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 787,754 | |||||||
Preferred stock, par value | $ 0.00001 | |||||||
Stock issued during period, shares | 100 |
PREFUNDED AND PRIVATE PLACEME_2
PREFUNDED AND PRIVATE PLACEMENT WARRANTS (Details Narrative) - Pre Funded Warrants [Member] - $ / shares | Oct. 04, 2022 | Dec. 31, 2023 | Jan. 04, 2023 |
Warrants to purchase price | 40,116 | 40,116 | |
Warrants price per share | $ 17.25 | $ 1,621 | $ 6.02 |
Share exercise price per share | 0.00015 | ||
Warrants exercise price per share | 22.50 | ||
Warrants minimum exercise price | $ 3.48 |
SUMMARY OF ASSUMPTIONS USED TO
SUMMARY OF ASSUMPTIONS USED TO ESTIMATE FAIR VALUE OF WARRANTS GRANTED (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 165 | 86 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 3.9 | 4.3 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, term | 3 years 9 months 18 days | 5 years |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants | ||
Number Outstanding, Warrants Outstanding Beginning Balance | 179,331 | 2,969 |
Weighted Average Exercise Price, Warrants Outstanding Beginning Balance | $ 22.50 | $ 4.82 |
Contractual Life in Years, Warrants Outstanding Beginning Balance | 4 years 8 months 19 days | 11 months 12 days |
Intrinsic Value Outstanding Beginning Balance | $ 6,731 | $ 11,135 |
Number of outstanding shares, warrants granted | 41,193 | 177,536 |
Weighted Average Exercise Price, Warrants Granted | $ 7.20 | $ 22.50 |
Contractual life in years warrants outstanding, granted | 4 years 9 months 3 days | 4 years 9 months 7 days |
Number of outstanding shares, warrants forfeited, expired, cancelled | (202) | |
Weighted Average Exercise Price, Warrants Forfeited, Expired, Cancelled | $ 3.90 | |
Number Outstanding, Warrants Exercised | (1,795) | (972) |
Weighted Average Exercise Price, Warrants Outstanding Exercised | $ 0.90 | $ 0.06 |
Number Outstanding, Warrants Outstanding Ending Balance | 218,729 | 179,331 |
Weighted Average Exercise Price, Warrants Outstanding Ending Balance | $ 19.62 | $ 22.50 |
Contractual Life in Years, Warrants Outstanding Ending Balance | 3 years 11 months 12 days | |
Number Outstanding, Warrants Exercisable Ending Balance | 218,279 | |
Weighted Average Exercise Price, Exercisable Ending Balance | $ 19.62 | |
Contractual Life in Years, Warrants Exercisable Ending Balance | 3 years 11 months 12 days |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 04, 2023 | Oct. 04, 2022 | |
Number of warrants granted | 41,193 | |||
Warrants, expired | 0 | |||
Number of warrants granted | 41,193 | 177,536 | ||
Share-based payment arrangement, noncash expense | $ 29,738 | $ 79,163 | ||
Private Placement Warrants [Member] | ||||
Warrants, exercised | 40,116 | |||
Warrant [Member] | ||||
Number of warrants granted | 1,795 | |||
Warrants price per share | $ 6.02 | |||
Share-based payment arrangement, noncash expense | $ 0 | $ 0 | ||
Pre Funded Warrants [Member] | ||||
Warrants price per share | $ 1,621 | $ 6.02 | $ 17.25 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number Outstanding, Options outstanding, Beginning Balance | 19,708 | 27,398 |
Weighted average exercise price outstanding, Beginning Balance | $ 66 | $ 4.78 |
Weighted - Average Contractual Life in Years, Beginning Balance | 3 years 11 months 1 day | 4 years 8 months 1 day |
Intrinsic Value Options Outstanding, Beginning Balance | $ 368,417 | |
Number Outstanding, Options Exercisable | 17,167 | 20,146 |
Weighted average Exercise Price Outstanding, Options Exercisable | $ 66.30 | $ 4.88 |
Weighted - Average Contractual Life in Years, Options Exercisable | 3 years 10 months 20 days | 4 years 4 months 17 days |
Intrinsic Value, Options Exercisable | $ 257,186 | |
Number Outstanding, Granted | 9,053 | |
Weighted average Exercise Price Outstanding, Options Granted | $ 6.08 | |
Intrinsic Value, Options Granted | ||
Number Outstanding, Forfeited | (140) | (1,234) |
Weighted average Exercise Price Outstanding, Options Forfeited | $ 82.33 | $ 87.37 |
Weighted - Average Contractual Life in Years, Options Forfeited | 1 year 9 months | 4 years 10 months 28 days |
Number Outstanding, Expired | (2,392) | (6,456) |
Weighted average Exercise Price Outstanding, Options Expired | $ 89.89 | $ 86.03 |
Weighted - Average Contractual Life in Years, Options Expired | 21 days | 2 years 7 months 28 days |
Number Outstanding, Exercised | ||
Weighted average Exercise Price Outstanding, Options Exercised | ||
Weighted - Average Contractual Life in Years, Options Granted | 4 years 3 months | |
Number Outstanding, Options Outstanding Ending Balance | 26,229 | 19,708 |
Weighted average Exercise Price Outstanding, Options Outstanding Ending Balance | $ 43.04 | $ 66 |
Weighted - Average Contractual Life in Years, Options Outstanding Ending Balance | 3 years 8 months 12 days | |
Intrinsic Value, Options Outstanding Ending Balance | ||
Number Outstanding, Options Exercisable Ending Balance | 16,141 | 17,167 |
Weighted average Exercise Price Outstanding, Options Exercisable Ending Balance | $ 60.75 | $ 66.30 |
Weighted - Average Contractual Life in Years, Options Exercisable Ending Balance | 3 years 7 months 20 days | |
Intrinsic Value, Options Exercisable Ending Balance |
OPTIONS (Details Narrative)
OPTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options expense | $ 29,738 | $ 79,163 |
Share-Based Payment Arrangement [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options to purchase common stock granted | 9,053 | |
Options to purchase common stock forfeited | 140 | |
Options to purchase common stock expired | 2,393 | |
Options to purchase common stock exercised | 0 | |
Stock Option Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options to purchase common stock granted | 155,556 | |
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 | 133,333 | |
Share-based payment award, description | beginning in 2021 and ending in 2029 (each a “Date of Determination”), in each case subject to the approval and determination of the administrator of the plan (the Board of Directors or Compensation Committee) on or prior to the applicable Date of Determination, equal to the lesser of (A) ten percent (10%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the administrator. The administrator as a result of the annual meeting shareholder vote increased the number of shares available to grant to employees under the 2019 incentive plan by 2 million. The administrator did not approve an increase in the number of shares covered under the plan as of April 1, 2022. | |
Number of shares available for grant | 2,000,000 |
CONTINGENCIES (Details Narrativ
CONTINGENCIES (Details Narrative) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Apr. 13, 2023 USD ($) | Sep. 30, 2021 USD ($) | Aug. 14, 2020 Integer | Jun. 30, 2022 USD ($) | Aug. 31, 2020 USD ($) Integer | Jul. 31, 2020 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Loss on inventory investment | $ 875,250 | ||||||||
Repayments of related party debt | $ 550,000 | ||||||||
Principal amount | $ 630,000 | ||||||||
Attorney fees | 630,000 | ||||||||
Bad debt expenses | $ 630,000 | $ (246,683) | |||||||
Attorney fees | $ 743,000 | ||||||||
Waxman [Member] | |||||||||
Principal amount | $ 630,000 | ||||||||
IPS [Member] | Studebaker Defense Group, LLC [Member] | |||||||||
Down payment | $ 500,000 | ||||||||
Loss contingency damages sought value | $ 500,000 | ||||||||
Loss on inventory investment | $ 500,000 | ||||||||
IPS [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 | ||||||||
IPS [Member] | Crecom Burj Group Sdn Bhd [Member] | |||||||||
Loss contingency damages sought value | $ 581,250 | ||||||||
Integra [Member] | Studebaker Defense Group, LLC [Member] | |||||||||
Number of nitrile gloves delivered | Integer | 180,000 |
SCHEDULE OF OPERATING LEASES (D
SCHEDULE OF OPERATING LEASES (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Recognition of Right to use assets | $ 529,623 | $ 1,051,815 | $ 642,887 | ||
Lease 1 [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Initial Lease Term | January 2021 to December 2021 | ||||
New Initial Lease Term | January 2022 to December 2026 | ||||
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 | October 2018 to November 2023 | ||||
New Initial Lease Term | November 2023 to October 2028 | ||||
Recognition of Right to use assets | 313,301 | ||||
Incremental Borrowing Rate | 10% | ||||
Lease Three [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Initial Lease Term | October 2023 to September 2026 | ||||
New Initial Lease Term | |||||
Recognition of Right to use assets | $ 351,581 | ||||
Incremental Borrowing Rate | 10% |
SCHEDULE OF FUTURE MINIMUM PAYM
SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Nov. 30, 2023 | Jan. 31, 2022 |
Leases | |||
2024 | $ 187,935 | ||
2025 | 193,487 | ||
2026 | 163,146 | ||
2027 | 58,347 | ||
2028 | 48,612 | ||
Thereafter | |||
Total minimum lease payments | 651,527 | ||
Less: effect of discounting | (102,617) | ||
Present value of future minimum lease payments | 548,910 | $ 313,301 | $ 664,992 |
Less: current obligations under leases | 139,705 | ||
Long-term lease obligations | $ 409,205 | ||
Weighted average discount rate | 10% | ||
Weighted average term remaining | 3 years 7 months 6 days | ||
Short term lease expense remaining | $ 187,361 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2023 | Oct. 01, 2023 | Jan. 31, 2022 | Jan. 01, 2022 | |
Leases | ||||||
Increase in right-of-use asset | $ 977,220 | |||||
Security deposit | $ 38,500 | |||||
Right of use asset | $ 529,623 | $ 1,051,815 | 642,887 | |||
Lease liability | 548,910 | $ 313,301 | $ 664,992 | |||
Lease liability and right-of-use assets | $ 351,581 | |||||
Operating lease expense | 385,977 | 344,525 | ||||
Amortization of right-of-use assets | 215,665 | 181,218 | ||||
Payment for operating lease liabilities | $ 195,475 | $ 164,618 |
SCHEDULE OF BUSINESS INTERESTS
SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 8,272,214 | $ 10,250,168 |
Gross Profit | 2,598,257 | 5,519,271 |
Segment Assets | 12,532,913 | 3,710,026 |
Segment Profit (Loss) | (17,843,574) | (3,909,868) |
Cost of Sales | 5,673,957 | 4,730,897 |
Trxade, Inc.[Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 6,402,159 | 5,435,814 |
Gross Profit | 6,402,159 | 5,433,641 |
Segment Assets | 1,375,109 | 1,877,881 |
Segment Profit (Loss) | 2,325,175 | 1,924,355 |
Cost of Sales | 2,173 | |
Integra [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,363,830 | 4,754,067 |
Gross Profit | 49,030 | 25,343 |
Segment Assets | 220,634 | 445,264 |
Segment Profit (Loss) | (668,625) | (545,557) |
Cost of Sales | 1,314,800 | 4,728,724 |
Superlatus [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 487,021 | |
Gross Profit | (3,872,136) | |
Segment Assets | 9,663,310 | |
Segment Profit (Loss) | (10,416,347) | |
Cost of Sales | 4,359,157 | |
Other Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 19,204 | 60,287 |
Gross Profit | 19,204 | 60,287 |
Segment Assets | 1,273,860 | 1,386,881 |
Segment Profit (Loss) | (9,083,777) | (5,288,666) |
Cost of Sales |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Millions | Mar. 06, 2024 | Feb. 29, 2024 | Feb. 16, 2024 | Mar. 05, 2024 |
Subsequent Event [Line Items] | ||||
Special cash dividend | $ 8 | |||
Trxade, Inc.[Member] | Asset Purchase Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Purchase price closing | $ 22,500,000 | |||
Products or services sold | 1,600,000 | |||
Additional payment | $ 7,500,000 | |||
Trxade, Inc.[Member] | Subscription Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Invest amount | $ 5,000,000 | |||
Trxade, Inc.[Member] | Subscription Agreement [Member] | Subsequent Event [Member] | Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock issued | 2,000,000 | |||
Superlatus Foods Inc [Member] | Stock Purchase Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Invest amount | $ 1 |