Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Jun. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 | 6308 Benjamin Rd, Suite 708 | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33634 | |
City Area Code | (800) | |
Local Phone Number | 261-0281 | |
Title of 12(b) Security | Common Stock, $0.00001 Par Value Per Share | |
Trading Symbol | MEDS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,406,348 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 3,498,812 | $ 361 |
Accounts receivable, net | 6,937 | 8,492 |
Inventory | 5,372 | 968 |
Prepaid expenses | 174,230 | 50,724 |
Notes receivable | 1,300,000 | 1,300,000 |
Other receivables | 9,041,465 | 1,224,702 |
Current assets of discontinued operations | 167,816 | |
Total current assets | 14,026,816 | 2,753,063 |
Property, plant and equipment, net | 7,000 | 7,500 |
Deposits | 22,039 | 10,531 |
Investments | 2,500,000 | |
Operating lease right-of-use assets | 183,414 | 191,216 |
Noncurrent assets of discontinued operations | 9,570,603 | |
Total assets | 16,739,269 | 12,532,913 |
Current liabilities: | ||
Accounts payable | 953,098 | 1,497,225 |
Accrued liabilities | 493,398 | 163,521 |
Other current liabilities | 5,441 | 67,831 |
Contingent funding liabilities | 1,246,346 | |
Lease liability - current | 32,608 | 32,595 |
Warrant liability | 1,466,842 | 736,953 |
Current liabilities of discontinued operations | 7,811,884 | |
Total current liabilities | 2,951,387 | 11,556,355 |
Lease liability, net of current portion | 168,976 | 176,909 |
Noncurrent liabilities of discontinued operations | 257,296 | |
Total liabilities | 3,120,363 | 11,990,560 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.00001 par value; 100,000,000 shares authorized; 1,406,348 and 905,008 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 14 | 9 |
Additional paid-in capital | 38,289,871 | 33,788,284 |
Accumulated deficit | (24,670,979) | (33,245,940) |
Total stockholders’ equity | 13,618,906 | 542,353 |
Total liabilities and stockholders’ equity | 16,739,269 | 12,532,913 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,406,348 | 905,008 |
Common stock, shares outstanding | 1,406,348 | 905,008 |
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 issued | 15,759 | 15,759 |
Preferred stock, shares outstanding | 15,759 | 15,759 |
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 | 290 |
Preferred stock, shares outstanding | 290 | 290 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 493,316 | |
Cost of sales | 420,097 | |
Gross profit | 73,219 | |
Operating expenses: | ||
Wage and salary expense | 223,172 | 203,401 |
Professional fees | 179,553 | 135,954 |
Accounting and legal expense | 339,047 | 248,216 |
Technology expense | 53,859 | 43,717 |
General and administrative | 4,700,840 | 248,021 |
Total operating expenses | 5,496,471 | 879,309 |
Operating loss | (5,496,471) | (806,090) |
Non-operating income (expense): | ||
Change in fair value of warrant liability | (729,889) | 79,891 |
Interest income | 62,921 | 4,198 |
Loss on disposal of asset | (374,968) | (352,244) |
Interest expense | (98,515) | (62,392) |
Total non-operating expense | (1,140,451) | (330,547) |
Net loss from continuing operations | (6,636,922) | (1,136,637) |
Net income on discontinued operations | 27,882,955 | 458,684 |
Net income(loss) | $ 21,246,033 | $ (677,953) |
Net loss per common share from continuing operations | ||
Basic | $ (6.40) | $ (1.69) |
Diluted | (6.40) | (1.69) |
Net income per common share from discontinued operations | ||
Basic | 26.89 | 0.68 |
Diluted | 22.01 | 0.68 |
Net income/(loss) | ||
Basic | 20.49 | (1.01) |
Diluted | $ 16.77 | $ (1.01) |
Weighted average common shares outstanding | ||
Basic | 1,036,756 | 670,716 |
Diluted | 1,266,977 | 670,716 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - 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, 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 | 63,486 | 63,486 | |||||
Common stock issued for services, shares | 14,362 | ||||||
Disposition of assets, related party | 492,030 | 420,269 | 912,299 | ||||
Warrants exercised for cash | $ 1 | 6 | 7 | ||||
Warrants exercised for cash, shares | 40,116 | ||||||
Options expense | 14,434 | 14,434 | |||||
Net income (loss) | (677,953) | (677,953) | |||||
Balance at Mar. 31, 2023 | $ 7 | 20,560,592 | (19,905,459) | 655,140 | |||
Balance, shares at Mar. 31, 2023 | 680,725 | ||||||
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 | ||||
Common stock issued for services | $ 5 | 4,450,914 | 4,450,919 | ||||
Common stock issued for services, shares | 470,482 | ||||||
Warrants exercised for cash | 16,567 | 16,567 | |||||
Warrants exercised for cash, shares | 28,487 | ||||||
Options expense | 24,266 | 24,266 | |||||
Net income (loss) | 21,246,033 | 21,246,033 | |||||
Cash dividends paid | (12,671,072) | (12,671,072) | |||||
Options exercised for cash | 9,840 | 9,840 | |||||
Options exercised for cash, shares | 2,371 | ||||||
Balance at Mar. 31, 2024 | $ 14 | $ 38,289,871 | $ (24,670,979) | $ 13,618,906 | |||
Balance, shares at Mar. 31, 2024 | 15,759 | 290 | 1,406,348 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (6,636,922) | $ (1,136,637) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 500 | 2,821 |
Options expense | 24,266 | 14,434 |
Common stock issued for services | 4,450,919 | 63,486 |
Adjustment to allowance for bad debt | (32,074) | |
Amortization of right of use assets | 7,803 | 49,498 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 1,555 | 52,761 |
Prepaid expenses and deposits | (135,013) | (22,866) |
Inventory | (4,404) | (6,672) |
Other receivables | (7,816,763) | |
Lease liability | (7,920) | (47,359) |
Accounts payable | (544,127) | (166,887) |
Accrued liabilities | 329,876 | (210,844) |
Current liabilities | (62,390) | 161,648 |
Warrant liability | 729,889 | (79,891) |
Net cash used in operating activities from continuing operations | (9,662,731) | (1,358,582) |
Net cash (used in) provided by operating activities from discontinued operations | (526,942) | 427,051 |
Net cash used in operating activities | (10,189,673) | (931,531) |
Cash flows from investing activities: | ||
Investment in securities | (2,500,000) | (87,072) |
Net cash used in investing activities from continuing operations | (2,500,000) | (87,072) |
Net cash provided by investing activities from discontinued operations | 29,932,589 | 420,269 |
Net cash provided by investing activities | 27,432,589 | 333,197 |
Cash flows from financing activities: | ||
Repayment of contingent liability | (1,246,346) | (143,750) |
Cash dividends paid | (12,671,072) | |
Proceeds from sale of future revenue | 825,000 | |
Proceeds from exercise of warrants | 16,567 | 7 |
Proceeds from exercise of options | 9,840 | |
Net cash (used in) provided by financing activities from continuing operations | (13,891,011) | 681,257 |
Net cash used in financing activities from discontinued operations | (5,000) | |
Net cash (used in) provided by financing activities | (13,896,011) | 681,257 |
Net change in cash | 3,346,905 | 82,923 |
Cash at beginning of period | 151,907 | 1,111,156 |
Cash at end of period | 3,498,812 | 1,194,079 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-Cash Transactions | ||
Other receivable pursuant to disposition | 7,500,000 | |
Insurance premium financed | 224,055 | |
Note issued as SOSRx contribution | 500,000 | |
Disposition of assets, related party | $ 492,030 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
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 and a portion of the quarter ended March 31, 2024, 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. 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. 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 % by the Company and 49 % by Exchange Health. SOSRx did not generate material revenue and in February of 2023, the Company voluntarily withdrew from the joint venture agreement. 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 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 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 15,759 100 7.30 12,500,089 291,096 Dispositions On February 16, 2024, the Company, together with Trxade, Inc., 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 $ 22,660,182 1,600,000 7,500,000 7,500,000 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 of Superlatus Inc., to the Buyer. The $ 1.00 See Note 3 for further detail on the dispositions. Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed 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 and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 22, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. All significant intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended December 31, 2023, as reported in the Company’s Annual Report on Form 10-K have been omitted. 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 three months ended March 31, 2024 and 2023 include the valuation of intangible assets, including goodwill, and gain (losses) on dispositions. 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 November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes : Improvements to Income Tax Disclosures 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. Other Receivables As of March 31, 2024 and December 31, 2023, other receivables are $ 9,041,465 and $ 1,224,702 . As of March 31, 2024, other receivables included the $ 7,500,000 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 did not record an indefinite-lived intangible asset impairment charge for the three months ended March 31, 2024 and 2023. Investments The Company accounts for investments that it does not control using the cost method, equity method or fair value method, as applicable. Investments in companies in which the Company owns less than a 20% equity interest and where it does not exercise significant influence over the operating and financial policies of the investee are accounted for using the cost method of accounting. The Company periodically reviews the carrying value of these investments to determine if there has been an other-than-temporary decline in fair value below carrying value. A variety of factors are considered when determining if a decline in fair value below carrying value is other-than-temporary, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent. Cost method investments are carried at cost, which approximates or is less than fair value. Dividends received by the Company are recognized in equity (losses) earnings of affiliates, net of tax on the consolidated statements of operations. 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 $ 5,000,000 2,000,000 As of March 31, 2024, the Company’s investment in Lafayette was $ 2,500,000 no 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 March 31, 2024, we had 190,242 15,759 290 23,930 The following table sets forth the computation of basic and diluted loss per share: SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE 2024 2023 Three Months Ended March 31, 2024 2023 Numerator: Net loss from continuing operations $ (6,636,922 ) $ (1,136,637 ) Net income on discontinued operations 27,882,955 458,684 Net income/(loss) $ 21,246,033 $ (677,953 ) Denominator: Denominator for EPS – weighted average shares Basic 1,036,756 670,716 Diluted 1,266,977 670,716 Net loss per common share from continuing operations Basic $ (6.40 ) $ (1.69 ) Diluted $ (6.40 ) $ (1.69 ) Net income per common share from discontinued operations Basic $ 26.89 $ 0.68 Diluted $ 22.01 $ 0.68 Net income/(loss) Basic $ 20.49 $ (1.01 ) Diluted $ 16.77 $ (1.01 ) Income taxes The Company’s provision for income taxes was $ 0 0 |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial 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 March 31, 2024, the Company had an accumulated deficit of $ 24,670,979 3,498,812 7,500,000 |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 3 Months Ended |
Mar. 31, 2024 | |
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 12,500,089 289,731 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. Accounting guidance provides that an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period, which runs through July 31, 2024, in the measurement period in which the adjustment amounts are determined. The acquirer must record in the financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the changes to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Items that could be subject to adjustment include credit fair value adjustments on loans, core deposit intangible and the deferred income tax assets resulting from the acquisition. 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 provisional 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 Alliance Pharma Solutions, LLC and Community Specialty Pharmacy, LLC On August 22, 2023, the Company and Wood Sage, LLC (“Wood Sage”) entered into a Membership Interest Purchase Agreement, pursuant to which the Company sold 100 % of the membership interest in Alliance Pharma Solutions, LLC (“ASP MIPA”) for consideration of a $ 125,000 promissory note (“ASP Sale Price”) and a Membership Interest Purchase Agreement, pursuant to which the Company sold 100 % of the membership interest in Community Specialty Pharmacy, LLC (“CSP MIPA”) in exchange for a $ 100,000 promissory note (“CSP Sale Price”). 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 three months ended March 31, 2023. 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 . The loss is included in “Net loss from discontinued operations” in the consolidated statements of operations. The loss was determined by comparing the fair value of the consideration received for the sale of a 100% interest in APS and CSP with the net assets of APS and CSP, respectively, immediately prior to the transaction. 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 Trxade, Inc. 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. The purchase price paid at closing was $ 22,660,182 1,600,000 or greater in certain collections from third parties resulting from any products or services sold, or provided, by the business assets and operations acquired from Trxade, Inc., Trxade, Inc. would receive an additional $ 7,500,000 7,500,000 The Trxade, Inc. APA was accounted for a business disposition in accordance with ASC 810-40-40-3A. As of February 16, 2024, the Company no longer consolidated the assets, liabilities, revenues and expenses of Trxade, Inc. The components of the disposition are as follows: SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES Cash received from MMS $ 22,660,182 Other receivable from MMS 7,500,000 Total fair value of consideration received $ 30,160,182 Carrying amount of assets and liabilities Cash $ 76,821 Accounts receivable, net 719,876 Prepaid expenses 55,397 Property, plant and equipment, net 45,655 Operating lease right-of-use assets 12,277 Accounts payable (347,000 ) Accrued liabilities (5,269 ) Other current liabilities (26,244 ) Lease liability - current (1,556 ) Notes payable, current portion (45,000 ) Lease liability, net of current portion (10,720 ) Total carrying amount of assets and liabilities 474,236 Gain on disposition of business $ 29,685,946 The gain on disposition of business of $ 29,685,946 Superlatus Inc. 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 The Superlatus Inc. SPA was accounted for a business disposition in accordance with ASC 810-40-40-3A. As of March 5, 2024, the Company no longer consolidated the assets, liabilities, revenues and expenses of Superlatus Inc.. The components of the disposition are as follows: SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES Fair value of consideration received $ 1 Total fair value of consideration received $ 1 Carrying amount of assets and liabilities Cash $ 151,546 Property, plant and equipment, net 223,080 Intangible assets, net 8,962,688 Operating lease right-of-use assets 325,995 Purchase price payable (350,000 ) Accounts payable (224,137 ) Accrued liabilities (173,436 ) Notes payable, current portion (6,480,000 ) Lease liability - current (105,567 ) Lease liability, net of current portion (221,428 ) Notes payable (25,000 ) Total carrying amount of assets and liabilities 2,083,743 Loss on disposition of business $ (2,083,742 ) The loss of disposition of business of $ 2,083,742 Discontinued Operations In accordance with the provisions of ASC 205-20, the Company has excluded the results of discontinued operations from its results of continuing operations in the accompanying consolidated statements of operations for the three months ended March 31, 2024 and 2023. The results of the discontinued operations for the three months ended March 31, 2024 and 2023 consist of the following: SCHEDULE OF DISCONTINUED OPERATIONS 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 TRX Superlatus SOSRx CSP APS Total Three Months Three Months Three Months Three Months Three Months Three Months March 31, March 31, March 31, March 31, March 31, March 31, 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Revenues $ 970,808 $ 1,443,177 $ - $ - $ - $ - $ - $ 311,257 $ - $ - $ 970,808 $ 1,754,434 Cost of sales - - - - - - - 270,573 - - - 270,573 Gross profit 970,808 1,443,177 - - - - - 40,684 - - 970,808 1,483,861 - - Operating expenses: - - Wage and salary expense 551,983 529,327 - - - - - 173,171 - - 551,983 702,498 Professional fees 15,385 1,233 - - - - - 724 - 1,750 15,385 3,707 Technology expense 86,660 180,824 - - - - - 3,567 - 5,177 86,660 189,568 General and administrative 36,029 113,245 - - - 146 - 14,223 - 1,790 36,029 129,404 Total operating expenses 690,057 824,629 - - - 146 - 191,685 - 8,717 690,057 1,025,177 Operating income (loss) 280,751 618,548 - - - (146 ) - (151,001 ) - (8,717 ) 280,751 458,684 - - Non-operating income (expense): - - Gain (loss) on dispositions 29,685,946 - (2,083,742 ) - - - - - - - 27,602,204 - Total non-operating income (expense) 29,685,946 - (2,083,742 ) - - - - - - - 27,602,204 - Net income (loss) on discontinued operations $ 29,966,697 $ 618,548 $ (2,083,742 ) $ - $ - $ (146 ) $ - $ (151,001 ) $ - $ (8,717 ) $ 27,882,955 $ 458,684 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4- RELATED PARTY TRANSACTIONS On November 21, 2023, but effective September 14, 2023, the Company issued a promissory note to Danam Health, Inc. (the “Danam Note”) in the amount of $ 300,000 250,000 50,000 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 At March 31, 2024, total related party debt was $ 0 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2024 | |
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 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 three months ended March 31, 2024 and 2023: SCHEDULE OF DISAGGREGATED REVENUE 2024 2023 Three Months Ended March 31, 2024 2023 Product revenues Pharmaceutical product resale $ - $ 476,356 Packaged food resale - - Total product revenue $ - $ 476,356 Service revenue Transaction fee income - - Data service fee income - - SaaS fee income - 16,960 Total service revenue $ - $ 16,960 Total revenue $ - $ 493,316 |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 6 – INVENTORY Inventory value is determined using the weighted average cost method and is stated at the lower of cost or net realizable value. As of March 31, 2024 and December 31, 2023, inventory was comprised of the following: SCHEDULE OF INVENTORY March 31, December 31, 2024 2023 Raw materials $ - $ - Finished goods 5,372 968 Inventory $ 5,372 $ 968 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 3 Months Ended |
Mar. 31, 2024 | |
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 1,300,000 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 8 – INTANGIBLE ASSETS As of March 31, 2024 and December 31, 2023, intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS NET March 31, December 31, 2024 2023 Developed technology $ - $ 9,777,478 Total Costs - 9,777,478 Accumulated amortization - (814,790 ) Net $ - $ 8,962,688 Weighted average useful life (years) - 5 The intangible assets were sold to Superlatus Foods Inc. on March 5, 2024 per a Stock Purchase Agreement (see Note 3). |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 9 – OTHER CURRENT LIABILITIES As of March 31, 2024 and December 31, 2023, other current liabilities consisted of the following: SCHEDULE OF OTHER CURRENT LIABILITIES March 31, December 31, 2024 2023 Insurance refunds payable $ - $ 62,390 Other payables 5,441 5,441 Other current liabilities $ 5,441 $ 67,831 |
CONTINGENT FUNDING LIABILITIES
CONTINGENT FUNDING LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
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 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 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 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 March 31, 2024, and December 31, 2023, the total contingent funding liability was $ 0 1,246,346 0 31 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
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 November 21, 2023, but effective September 14, 2023, the Company issued a promissory note to Danam Health, Inc. (the “Danam Note”) in the amount of $ 300,000 . Danam Health, Inc. prepaid $ 250,000 50,000 . The Danam Note was fully paid off in February 2024. 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 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 12 – 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. 1 Common Stock During the three months ended March 31, 2024, the Company issued 470,482 4,450,919 During the three months ended March 31, 2024, a warrants holder exercised 28,487 16,567 During the three months ended March 31, 2024, an options holder exercised 2,371 9,840 Special Cash Dividend On March 6, 2024, the Company announced the declaration of a special cash dividend of eight dollars ($ 8.00 12,671,072 Equity Compensation Awards Each independent member of the Board is to receive an annual grant of restricted common stock of the Company equal to $ 55,000 Effective on August 31, 2022, the Board of Directors approved the issuance of 3,635 63,250 Effective on August 13, 2023, the Board approved the issuance of 24,444 110,000 14,056 63,250 10,000 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 | 3 Months Ended |
Mar. 31, 2024 | |
Prefunded And Private Placement Warrants | |
PREFUNDED AND PRIVATE PLACEMENT WARRANTS | NOTE 13 – PREFUNDED AND PRIVATE PLACEMENT WARRANTS On October 4, 2022 the Company entered into a securities purchase agreement (the “ Purchase Agreement 601,740 2,662,045 On January 4, 2023, the investor exercised the Pre-Funded Warrants for a purchase price of $ 6.02 . The investor was issued the shares on this date. Each Private Placement Warrant has an exercise price of $ 22.50 per share and is exercisable following the Stockholder Approval obtained in December 2022, and will expire on the fifth anniversary of the date on which the Private Placement Warrants became exercisable. The Private Placement Warrants contain standard adjustments to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions, and include full ratchet anti-dilutive rights in the event the Company issues shares of Common Stock or Common Stock equivalents within fifteen months of the initial exercise date, with a value less than the then exercise price of such Private Placement Warrants, subject to certain customary exceptions, and further subject to a minimum exercise price of $ 3.48 per share. The Private Placement Warrants also include certain rights upon ‘fundamental transactions’ as described in the Private Placement Warrants, including allowing the holders thereof to require that the Company re-purchase such Private Placement Warrants at the Black Scholes Value of such securities. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
WARRANTS | NOTE 14 – WARRANTS During the three months ended March 31, 2024, 28,487 warrants to purchase shares of common stock were exercised for a total purchase price of $ 16,567 (see Note 12). 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 As of March 31, 2024, the Company remeasured the fair value of warrants outstanding at $ 1,466,842 729,899 The Company’s outstanding and exercisable warrants As of March 31, 2024, are presented below: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Number Outstanding Weighted Average Exercise Price Contractual Life In Years Intrinsic Value Warrants outstanding as of December 31, 2023 218,729 19.62 3.95 - Warrants granted - - - - Warrants forfeited, expired, cancelled - - - - Warrants exercised (28,487 ) 7.14 - - Warrants outstanding as of March 31, 2024 190,242 21.48 3.58 $ 130,109 Warrants exercisable as of March 31, 2024 190,242 21.48 3.58 $ 130,109 |
OPTIONS
OPTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
OPTIONS | NOTE 15 – 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 million. The administrator did not approve an increase in the number of shares covered under the plan as of April 1, 2022. For the three-month period ended March 31, 2024, no options to purchase shares were granted. For the three-month period ended March 31, 2024, 2,371 options to purchase shares of common stock were exercised for $ 9,840 in cash (see Note 12). Total compensation cost related to stock options granted was $ 24,266 14,434 The following table represents stock option activity for the three-month period ended March 31, 2024: SCHEDULE OF STOCK OPTION ACTIVITY Number Outstanding Weighted-Average Exercise Price Weighted-Average Contractual Life in Years Intrinsic Value Options outstanding as of December 31, 2023 26,229 $ 43.04 3.70 $ - Options exercisable as of December 31, 2023 16,141 60.75 3.64 - Options granted - - - - Options adjusted 72 - - - Options expired - - - - Options exercised (2,371 ) 53.29 3.57 - Options outstanding as of March 31, 2024 23,930 40.78 3.43 37,706 Options exercisable as of March 31, 2024 14,879 64.12 2.42 - |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 16 – 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 $ 550,000 180,000 550,000 500,000 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 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 | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
LEASES | NOTE 17 – LEASES The Company has one operating lease for corporate office as of March 31, 2024. 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 In the first quarter of 2024, the Company sold assets and liabilities of Trxade, Inc. and Superlatus, Inc. including the related right of use assets and liabilities. The Company has only Lease 2 active and continuing in the condensed consolidated balance sheet as of March 31, 2024. The table below reconciles the fixed component of the undiscounted cash flows for Lease 2 of the first five years and the total remaining years to the lease liabilities recorded in the Consolidated Balance Sheet as of March 31, 2024. SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES Future lease obligations 2024 remaining $ 39,132 2025 53,652 2026 55,261 2027 56,919 2028 48,612 Total minimum lease payments 253,576 Less: effect of discounting (51,992 ) Present value of future minimum lease payments 201,584 Less: current obligation under lease 32,608 Long-term lease obligations $ 168,976 Weighted average discount rate 10 % Weighted average term remaining 4.55 For the three months ended March 31, 2024, and 2023, total lease expense was $ 20,925 81,024 62,656 |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 18 – 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: ● IPS - Integra Pharma, LLC - Licensed wholesaler of brand, generic and non-drug products – B2B sales ● Unallocated - Other – corporate overhead expense, discontinued operations and Bonum Health, LLC. SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS Three Months Ended March 31, 2024 Integra Unallocated Total Revenue $ - $ - $ - Gross Profit - - - Segment Assets 3,228,042 13,511,223 16,739,269 Segment Profit/Loss (238,655 ) 21,484,688 21,246,033 Cost of Sales $ - $ - $ - Three Months Ended March 31, 2023 Integra Unallocated Total Revenue $ 476,356 $ 16,960 $ 493,316 Gross Profit 56,259 16,960 73,219 Segment Assets 358,035 3,679,736 4,037,771 Segment Profit/Loss (104,868 ) (573,085 ) (677,953 ) Cost of Sales $ 420,097 $ 270,573 $ 690,670 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19 – SUBSEQUENT EVENTS In May 2024, the Company received $ 7,500,000 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 2024 2023 Three Months Ended March 31, 2024 2023 Numerator: Net loss from continuing operations $ (6,636,922 ) $ (1,136,637 ) Net income on discontinued operations 27,882,955 458,684 Net income/(loss) $ 21,246,033 $ (677,953 ) Denominator: Denominator for EPS – weighted average shares Basic 1,036,756 670,716 Diluted 1,266,977 670,716 Net loss per common share from continuing operations Basic $ (6.40 ) $ (1.69 ) Diluted $ (6.40 ) $ (1.69 ) Net income per common share from discontinued operations Basic $ 26.89 $ 0.68 Diluted $ 22.01 $ 0.68 Net income/(loss) Basic $ 20.49 $ (1.01 ) Diluted $ 16.77 $ (1.01 ) |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring Cost and Reserve [Line Items] | |
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 provisional 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 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 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 TRX Superlatus SOSRx CSP APS Total Three Months Three Months Three Months Three Months Three Months Three Months March 31, March 31, March 31, March 31, March 31, March 31, 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Revenues $ 970,808 $ 1,443,177 $ - $ - $ - $ - $ - $ 311,257 $ - $ - $ 970,808 $ 1,754,434 Cost of sales - - - - - - - 270,573 - - - 270,573 Gross profit 970,808 1,443,177 - - - - - 40,684 - - 970,808 1,483,861 - - Operating expenses: - - Wage and salary expense 551,983 529,327 - - - - - 173,171 - - 551,983 702,498 Professional fees 15,385 1,233 - - - - - 724 - 1,750 15,385 3,707 Technology expense 86,660 180,824 - - - - - 3,567 - 5,177 86,660 189,568 General and administrative 36,029 113,245 - - - 146 - 14,223 - 1,790 36,029 129,404 Total operating expenses 690,057 824,629 - - - 146 - 191,685 - 8,717 690,057 1,025,177 Operating income (loss) 280,751 618,548 - - - (146 ) - (151,001 ) - (8,717 ) 280,751 458,684 - - Non-operating income (expense): - - Gain (loss) on dispositions 29,685,946 - (2,083,742 ) - - - - - - - 27,602,204 - Total non-operating income (expense) 29,685,946 - (2,083,742 ) - - - - - - - 27,602,204 - Net income (loss) on discontinued operations $ 29,966,697 $ 618,548 $ (2,083,742 ) $ - $ - $ (146 ) $ - $ (151,001 ) $ - $ (8,717 ) $ 27,882,955 $ 458,684 |
Trxade, Inc.[Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES | SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES Cash received from MMS $ 22,660,182 Other receivable from MMS 7,500,000 Total fair value of consideration received $ 30,160,182 Carrying amount of assets and liabilities Cash $ 76,821 Accounts receivable, net 719,876 Prepaid expenses 55,397 Property, plant and equipment, net 45,655 Operating lease right-of-use assets 12,277 Accounts payable (347,000 ) Accrued liabilities (5,269 ) Other current liabilities (26,244 ) Lease liability - current (1,556 ) Notes payable, current portion (45,000 ) Lease liability, net of current portion (10,720 ) Total carrying amount of assets and liabilities 474,236 Gain on disposition of business $ 29,685,946 |
Superlatus Foods Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES | SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES Fair value of consideration received $ 1 Total fair value of consideration received $ 1 Carrying amount of assets and liabilities Cash $ 151,546 Property, plant and equipment, net 223,080 Intangible assets, net 8,962,688 Operating lease right-of-use assets 325,995 Purchase price payable (350,000 ) Accounts payable (224,137 ) Accrued liabilities (173,436 ) Notes payable, current portion (6,480,000 ) Lease liability - current (105,567 ) Lease liability, net of current portion (221,428 ) Notes payable (25,000 ) Total carrying amount of assets and liabilities 2,083,743 Loss on disposition of business $ (2,083,742 ) |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue Recognition | |
SCHEDULE OF DISAGGREGATED REVENUE | SCHEDULE OF DISAGGREGATED REVENUE 2024 2023 Three Months Ended March 31, 2024 2023 Product revenues Pharmaceutical product resale $ - $ 476,356 Packaged food resale - - Total product revenue $ - $ 476,356 Service revenue Transaction fee income - - Data service fee income - - SaaS fee income - 16,960 Total service revenue $ - $ 16,960 Total revenue $ - $ 493,316 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | SCHEDULE OF INVENTORY March 31, December 31, 2024 2023 Raw materials $ - $ - Finished goods 5,372 968 Inventory $ 5,372 $ 968 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS NET | As of March 31, 2024 and December 31, 2023, intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS NET March 31, December 31, 2024 2023 Developed technology $ - $ 9,777,478 Total Costs - 9,777,478 Accumulated amortization - (814,790 ) Net $ - $ 8,962,688 Weighted average useful life (years) - 5 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT LIABILITIES | As of March 31, 2024 and December 31, 2023, other current liabilities consisted of the following: SCHEDULE OF OTHER CURRENT LIABILITIES March 31, December 31, 2024 2023 Insurance refunds payable $ - $ 62,390 Other payables 5,441 5,441 Other current liabilities $ 5,441 $ 67,831 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS | The Company’s outstanding and exercisable warrants As of March 31, 2024, are presented below: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Number Outstanding Weighted Average Exercise Price Contractual Life In Years Intrinsic Value Warrants outstanding as of December 31, 2023 218,729 19.62 3.95 - Warrants granted - - - - Warrants forfeited, expired, cancelled - - - - Warrants exercised (28,487 ) 7.14 - - Warrants outstanding as of March 31, 2024 190,242 21.48 3.58 $ 130,109 Warrants exercisable as of March 31, 2024 190,242 21.48 3.58 $ 130,109 |
OPTIONS (Tables)
OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table represents stock option activity for the three-month period ended March 31, 2024: SCHEDULE OF STOCK OPTION ACTIVITY Number Outstanding Weighted-Average Exercise Price Weighted-Average Contractual Life in Years Intrinsic Value Options outstanding as of December 31, 2023 26,229 $ 43.04 3.70 $ - Options exercisable as of December 31, 2023 16,141 60.75 3.64 - Options granted - - - - Options adjusted 72 - - - Options expired - - - - Options exercised (2,371 ) 53.29 3.57 - Options outstanding as of March 31, 2024 23,930 40.78 3.43 37,706 Options exercisable as of March 31, 2024 14,879 64.12 2.42 - |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
SCHEDULE OF OPERATING LEASES | The Company has one operating lease for corporate office as of March 31, 2024. 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 remaining $ 39,132 2025 53,652 2026 55,261 2027 56,919 2028 48,612 Total minimum lease payments 253,576 Less: effect of discounting (51,992 ) Present value of future minimum lease payments 201,584 Less: current obligation under lease 32,608 Long-term lease obligations $ 168,976 Weighted average discount rate 10 % Weighted average term remaining 4.55 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS | SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS Three Months Ended March 31, 2024 Integra Unallocated Total Revenue $ - $ - $ - Gross Profit - - - Segment Assets 3,228,042 13,511,223 16,739,269 Segment Profit/Loss (238,655 ) 21,484,688 21,246,033 Cost of Sales $ - $ - $ - Three Months Ended March 31, 2023 Integra Unallocated Total Revenue $ 476,356 $ 16,960 $ 493,316 Gross Profit 56,259 16,960 73,219 Segment Assets 358,035 3,679,736 4,037,771 Segment Profit/Loss (104,868 ) (573,085 ) (677,953 ) Cost of Sales $ 420,097 $ 270,573 $ 690,670 |
SCHEDULE OF BASIC AND DILUTIVE
SCHEDULE OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Product Information [Line Items] | ||
Net income on discontinued operations | $ 27,882,955 | $ 458,684 |
Numerator - net income/(loss) | $ 21,246,033 | $ (677,953) |
Basic | 1,036,756 | 670,716 |
Diluted | 1,266,977 | 670,716 |
Net loss per common share from continuing operations | ||
Basic | $ (6.40) | $ (1.69) |
Diluted | (6.40) | (1.69) |
Net income per common share from discontinued operations | ||
Basic | 26.89 | 0.68 |
Diluted | 22.01 | 0.68 |
Net income/(loss) | ||
Basic | 20.49 | (1.01) |
Diluted | $ 16.77 | $ (1.01) |
Numerator [Member] | ||
Product Information [Line Items] | ||
Net loss from continuing operations | $ (6,636,922) | $ (1,136,637) |
Net income on discontinued operations | 27,882,955 | 458,684 |
Numerator - net income/(loss) | $ 21,246,033 | $ (677,953) |
Denominator [Member] | ||
Product Information [Line Items] | ||
Basic | 1,036,756 | 670,716 |
Diluted | 1,266,977 | 670,716 |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | |||||||||||||
May 31, 2024 | Feb. 29, 2024 | Feb. 16, 2024 | Jan. 08, 2024 | Jul. 31, 2023 | Jun. 21, 2023 | Jan. 20, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 05, 2024 | Dec. 31, 2023 | Oct. 04, 2023 | Jun. 26, 2023 | Feb. 15, 2022 | |
Shares issued price per share | $ 1 | |||||||||||||
Received amount | $ 7,500,000 | |||||||||||||
Reverse stock split | Effective June 21, 2023, the Company executed a 1:15 reverse stock split for stockholders of record on that date. | |||||||||||||
Other Receivables, Net, Current | 9,041,465 | $ 1,224,702 | ||||||||||||
Other receivables | $ 7,500,000 | |||||||||||||
Warrants to purchase common stock | 190,242 | |||||||||||||
Provision for income taxes | ||||||||||||||
Common Stock [Member] | Options Held [Member] | ||||||||||||||
Options to purchase common stock | 23,930 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Preferred stock, par value | $ 0.00001 | |||||||||||||
Issuance of shares | 100 | |||||||||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||||||||||||
Series B Preferred Stock [Member] | Warrant [Member] | ||||||||||||||
Options to purchase common stock | 15,759 | |||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Preferred stock, par value | $ 0.00001 | |||||||||||||
Series C Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||||||||||||
Series C Preferred Stock [Member] | Warrant [Member] | ||||||||||||||
Options to purchase common stock | 290 | |||||||||||||
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] | 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% | |||||||||||||
Stock issued during period shares conversion of units | 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] | ||||||||||||||
Shares surrendered | 291,096 | |||||||||||||
Amended Meger Agreement [Member] | Common Stock [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] | ||||||||||||||
Conversion ratio, shares | 100 | |||||||||||||
Number of shares during period | 15,759 | |||||||||||||
Shares surrendered | 289,731 | |||||||||||||
Asset Purchase Agreement [Member] | Trxade, Inc.[Member] | ||||||||||||||
Purchase price closing | $ 22,660,182 | |||||||||||||
Products or services sold | 1,600,000 | |||||||||||||
Additional payment | $ 7,500,000 | |||||||||||||
Asset Purchase Agreement [Member] | Trxade, Inc.[Member] | Subsequent Event [Member] | ||||||||||||||
Received amount | $ 7,500,000 | |||||||||||||
Stock Purchase Agreement [Member] | Superlatus Foods Inc [Member] | ||||||||||||||
Invest amount | $ 1 | |||||||||||||
Subscription Agreement [Member] | Trxade, Inc.[Member] | ||||||||||||||
Invest amount | $ 5,000,000 | |||||||||||||
Subscription Agreement [Member] | Lafayette Energy Corp [Member] | ||||||||||||||
Investment amount | $ 2,500,000 | |||||||||||||
Impairement of investment | $ 0 | |||||||||||||
Subscription Agreement [Member] | Preferred Stock [Member] | Trxade, Inc.[Member] | ||||||||||||||
Issuance of shares | 2,000,000 | |||||||||||||
Trxade, Inc.[Member] | ||||||||||||||
Ownership percentage | 100% | |||||||||||||
SOSRx, LLC [Member] | ||||||||||||||
Ownership percentage | 51% | |||||||||||||
Exchange Health LLC [Member] | ||||||||||||||
Ownership percentage | 49% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | ||
May 31, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||
Accumulated deficit | $ 24,670,979 | $ 33,245,940 | |
Cash | $ 3,498,812 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Accounts notes and loans receivable | $ 7,500,000 |
SCHEDULE OF PURCHASE PRICE ALLO
SCHEDULE OF PURCHASE PRICE ALLOCATION (Details) - Superlatus, Inc. [Member] | Jul. 31, 2023 USD ($) |
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 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 BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES (Details) - USD ($) | Mar. 05, 2024 | Feb. 16, 2024 |
Restructuring Cost and Reserve [Line Items] | ||
Loss on disposition of business | $ 29,685,946 | |
Trxade, Inc.[Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Cash received, at fair value | 22,660,182 | |
Other receivable, at fair value | 7,500,000 | |
Total purchase consideration | 30,160,182 | |
Cash | 76,821 | |
Accounts receivable, net | 719,876 | |
Prepaid expenses | 55,397 | |
Property, plant and equipment, net | 45,655 | |
Operating lease right-of-use assets | 12,277 | |
Accounts payable | (347,000) | |
Accrued liabilities | (5,269) | |
Other current liabilities | (26,244) | |
Lease liability - current | (1,556) | |
Notes payable, current portion | (45,000) | |
Lease liability, net of current portion | (10,720) | |
Total carrying amount of assets and liabilities | 474,236 | |
Loss on disposition of business | $ 29,685,946 | |
Superlatus Foods Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total purchase consideration | $ 1 | |
Cash | 151,546 | |
Property, plant and equipment, net | 223,080 | |
Operating lease right-of-use assets | 325,995 | |
Accounts payable | (224,137) | |
Accrued liabilities | (173,436) | |
Lease liability - current | (105,567) | |
Notes payable, current portion | (6,480,000) | |
Lease liability, net of current portion | (221,428) | |
Total carrying amount of assets and liabilities | 2,083,743 | |
Loss on disposition of business | (2,083,742) | |
Received, at fair value | 1 | |
Intangible assets, net | 8,962,688 | |
Purchase price payable | (350,000) | |
Notes payable | $ (25,000) |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues | $ 970,808 | $ 1,754,434 |
Cost of sales | 270,573 | |
Gross profit | 970,808 | 1,483,861 |
Operating expenses: | ||
Wage and salary expense | 551,983 | 702,498 |
Professional fees | 15,385 | 3,707 |
Technology expense | 86,660 | 189,568 |
General and administrative | 36,029 | 129,404 |
Total operating expenses | 690,057 | 1,025,177 |
Operating income (loss) | 280,751 | 458,684 |
Non-operating income (expense): | ||
Gain (loss) on dispositions | 27,602,204 | |
Total non-operating income (expense) | 27,602,204 | |
Net income (loss) on discontinued operations | 27,882,955 | 458,684 |
Trxade, Inc.[Member] | ||
Revenues | 970,808 | 1,443,177 |
Cost of sales | ||
Gross profit | 970,808 | 1,443,177 |
Operating expenses: | ||
Wage and salary expense | 551,983 | 529,327 |
Professional fees | 15,385 | 1,233 |
Technology expense | 86,660 | 180,824 |
General and administrative | 36,029 | 113,245 |
Total operating expenses | 690,057 | 824,629 |
Operating income (loss) | 280,751 | 618,548 |
Non-operating income (expense): | ||
Gain (loss) on dispositions | 29,685,946 | |
Total non-operating income (expense) | 29,685,946 | |
Net income (loss) on discontinued operations | 29,966,697 | 618,548 |
Superlatus, Inc. [Member] | ||
Revenues | ||
Cost of sales | ||
Gross profit | ||
Operating expenses: | ||
Wage and salary expense | ||
Professional fees | ||
Technology expense | ||
General and administrative | ||
Total operating expenses | ||
Operating income (loss) | ||
Non-operating income (expense): | ||
Gain (loss) on dispositions | (2,083,742) | |
Total non-operating income (expense) | (2,083,742) | |
Net income (loss) on discontinued operations | (2,083,742) | |
SOSRx [Member] | ||
Revenues | ||
Cost of sales | ||
Gross profit | ||
Operating expenses: | ||
Wage and salary expense | ||
Professional fees | ||
Technology expense | ||
General and administrative | 146 | |
Total operating expenses | 146 | |
Operating income (loss) | (146) | |
Non-operating income (expense): | ||
Gain (loss) on dispositions | ||
Total non-operating income (expense) | ||
Net income (loss) on discontinued operations | (146) | |
Community Speciality Pharmacy [Member] | ||
Revenues | 311,257 | |
Cost of sales | 270,573 | |
Gross profit | 40,684 | |
Operating expenses: | ||
Wage and salary expense | 173,171 | |
Professional fees | 724 | |
Technology expense | 3,567 | |
General and administrative | 14,223 | |
Total operating expenses | 191,685 | |
Operating income (loss) | (151,001) | |
Non-operating income (expense): | ||
Gain (loss) on dispositions | ||
Total non-operating income (expense) | ||
Net income (loss) on discontinued operations | (151,001) | |
Alliance Pharma Solution [Member] | ||
Revenues | ||
Cost of sales | ||
Gross profit | ||
Operating expenses: | ||
Wage and salary expense | ||
Professional fees | 1,750 | |
Technology expense | 5,177 | |
General and administrative | 1,790 | |
Total operating expenses | 8,717 | |
Operating income (loss) | (8,717) | |
Non-operating income (expense): | ||
Gain (loss) on dispositions | ||
Total non-operating income (expense) | ||
Net income (loss) on discontinued operations | $ (8,717) |
ACQUISITIONS AND DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Mar. 05, 2024 | Feb. 16, 2024 | Jan. 08, 2024 | Sep. 27, 2023 | Jul. 31, 2023 | Dec. 31, 2023 | Aug. 22, 2023 | Sep. 30, 2021 | |
Debt Instrument, Face Amount | $ 630,000 | |||||||
Gain loss on disposal of assets | $ 3,300,225 | |||||||
Loss on disposition of business | $ 29,685,946 | |||||||
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] | ||||||||
Equity Method Investment, Ownership Percentage | 100% | |||||||
Trxade, Inc.[Member] | ||||||||
Loss on disposition of business | 29,685,946 | |||||||
Superlatus Foods Inc [Member] | ||||||||
Business combination step acquisition equity interest in acquiree fair value | $ 1 | |||||||
Loss on disposition of business | $ (2,083,742) | |||||||
Amended Meger Agreement [Member] | ||||||||
Shares surrendered | 291,096 | |||||||
Asset Purchase Agreement [Member] | ||||||||
Asset acquisition consideration transferred | $ 4,400,000 | |||||||
Asset Purchase Agreement [Member] | Trxade, Inc.[Member] | ||||||||
Purchase price paid | 22,660,182 | |||||||
Products or services sold | 1,600,000 | |||||||
Payment from subsidiaries | 7,500,000 | |||||||
Received payment | $ 7,500,000 | |||||||
Stock Purchase Agreement [Member] | Superlatus Foods Inc [Member] | ||||||||
Invest amount | $ 1 | |||||||
Series B Preferred Stock [Member] | ||||||||
Issuance of shares | 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] | ||||||||
Shares surrendered | 289,731 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Feb. 29, 2024 | Nov. 21, 2023 | Apr. 13, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 14, 2023 |
Related Party Transaction [Line Items] | ||||||
Prepaid debt | $ 550,000 | |||||
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party debt | $ 0 | |||||
Trxade, Inc.[Member] | Subscription Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Invest amount | $ 5,000,000 | |||||
Trxade, Inc.[Member] | Subscription Agreement [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Exchange of shares up to | 2,000,000 | |||||
Danam Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party debt | $ 50,000 | $ 300,000 | ||||
Prepaid debt | $ 250,000 |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Product revenues | ||
Total revenue | $ 493,316 | |
Product Revenue [Member] | ||
Product revenues | ||
Pharmaceutical product resale | 476,356 | |
Packaged food resale | ||
Total revenue | 476,356 | |
Service Revenue [Member] | ||
Product revenues | ||
Total revenue | 16,960 | |
Service revenue | ||
Transaction fee income | ||
Data service fee income | ||
SaaS fee income | $ 16,960 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | ||
Finished goods | 5,372 | 968 |
Inventory | $ 5,372 | $ 968 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | Mar. 31, 2024 | Aug. 22, 2023 | Mar. 31, 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 | $ 1,300,000 |
SCHEDULE OF INTANGIBLE ASSETS N
SCHEDULE OF INTANGIBLE ASSETS NET (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total Costs | $ 9,777,478 | |
Accumulated amortization | (814,790) | |
Net | 8,962,688 | |
Weighted Average Useful Life (years) | 5 years | |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Costs | $ 9,777,478 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Insurance refunds payable | $ 62,390 | |
Other payables | 5,441 | 5,441 |
Other current liabilities | $ 5,441 | $ 67,831 |
CONTINGENT FUNDING LIABILITIES
CONTINGENT FUNDING LIABILITIES (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 13, 2023 | Nov. 22, 2023 | Oct. 25, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Contingent funding liabilities | $ 1,246,346 | ||||
Receivables Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Contingent funding liabilities | $ 0 | $ 1,246,346 | $ 150,000 | $ 275,000 | $ 1,200,000 |
Receivables net current | 214,500 | 393,250 | 1,728,000 | ||
One-time origination fee | $ 7,500 | $ 13,750 | $ 60,000 | ||
Interest rate | 0% | 31% |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Nov. 21, 2023 | Nov. 17, 2023 | Oct. 16, 2023 | Sep. 27, 2023 | Jun. 16, 2023 | Apr. 13, 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 | Sep. 14, 2023 |
Short-Term Debt [Line Items] | ||||||||||||||||||
Prepaid debt | $ 550,000 | |||||||||||||||||
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 | |||||||||||||||||
Danam Note [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Notes payable | 50,000 | $ 300,000 | ||||||||||||||||
Prepaid debt | $ 250,000 | |||||||||||||||||
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 | |||||||||||||||||
Eat Well February 2023 Note [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] | ||||||||||||||||||
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] | ||||||||||||||||||
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] | ||||||||||||||||||
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] | ||||||||||||||||||
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] | ||||||||||||||||||
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] | ||||||||||||||||||
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] | ||||||||||||||||||
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] | ||||||||||||||||||
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] | ||||||||||||||||||
Debt instrument interest rate | 1.87% | |||||||||||||||||
Notes payable | $ 250,000 | 250,000 | ||||||||||||||||
Interest payable | $ 11,079 | |||||||||||||||||
Maturity date | Aug. 18, 2023 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||||||||||
Apr. 22, 2024 | Apr. 02, 2024 | Mar. 06, 2024 | Oct. 04, 2023 | Aug. 13, 2023 | Jul. 31, 2023 | Jun. 21, 2023 | Aug. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 26, 2023 | |
Class of Stock [Line Items] | |||||||||||
Shares issued price per share | $ 1 | ||||||||||
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. | ||||||||||
Stock issued during period value issued for services | $ 4,450,919 | $ 63,486 | |||||||||
Common stock issued for exercised ,shares | 28,487 | ||||||||||
Common stock issued for exercised value | $ 16,567 | 7 | |||||||||
Common stock issued for exercised value | $ 9,840 | ||||||||||
Cash dividend per share | $ 8 | ||||||||||
Special cash dividend | $ 12,671,072 | ||||||||||
Board of Directors Chairman [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period shares issued for services | 3,635 | ||||||||||
Stock issued during period value issued for services | $ 63,250 | ||||||||||
Stock approved during period vesting shares | 10,000 | ||||||||||
Board of Directors Chairman [Member] | Subsequent Event [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Restricted common stock grant value | $ 55,000 | ||||||||||
Fell And Peterson [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period shares issued for services | 24,444 | ||||||||||
Stock issued during period value issued for services | $ 110,000 | ||||||||||
Jeff Newell [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period shares issued for services | 14,056 | ||||||||||
Stock issued during period value issued for services | $ 63,250 | ||||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period shares issued for services | 470,482 | 14,362 | |||||||||
Stock issued during period value issued for services | $ 5 | ||||||||||
Common stock issued for exercised ,shares | 28,487 | ||||||||||
Common stock issued for exercised value | $ 16,567 | ||||||||||
Common stock issued for exercised ,shares | 2,371 | ||||||||||
Common stock issued for exercised value | $ 9,840 | ||||||||||
Hudson Global Ventures LLC [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares | 290 | ||||||||||
Shares issued price per share | $ 1,000 | ||||||||||
Warrants to purchase stock | 41,193 | ||||||||||
Common stock shares issued | 40,000 | ||||||||||
Proceeds from issuance of equity | $ 250,000 | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 1,000 | ||||||||||
Preferred stock, par value | $ 0.00001 | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 787,754 | ||||||||||
Preferred stock, par value | $ 0.00001 | ||||||||||
Common stock shares issued | 100 |
PREFUNDED AND PRIVATE PLACEME_2
PREFUNDED AND PRIVATE PLACEMENT WARRANTS (Details Narrative) - $ / shares | Jan. 04, 2023 | Oct. 04, 2022 |
Common Stock [Member] | Purchase Agreement [Member] | Pre Funded Warrants [Member] | ||
Purchase of common stock | 601,740 | |
Common Stock [Member] | Purchase Agreement [Member] | Private Placement Warrants [Member] | ||
Purchase of common stock | 2,662,045 | |
Pre Funded Warrants [Member] | ||
Warrants purchase price per share | $ 6.02 | |
Warrant exercise price per share | 22.50 | |
Warrant exercise price per share minimum | $ 3.48 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrants | ||
Number Outstanding, Warrants Outstanding Beginning Balance | 218,729 | |
Weighted Average Exercise Price, Warrants Outstanding Beginning Balance | $ 19.62 | |
Contractual Life in Years, Warrants Outstanding Ending Balance | 3 years 6 months 29 days | 3 years 11 months 12 days |
Intrinsic Value Outstanding Beginning Balance | ||
Number of outstanding shares, warrants granted | ||
Weighted Average Exercise Price, Warrants Granted | ||
Number of outstanding shares, warrants forfeited, expired, cancelled | ||
Weighted Average Exercise Price, Warrants Forfeited, Expired, Cancelled | ||
Number Outstanding, Warrants Exercised | (28,487) | |
Weighted Average Exercise Price, Warrants Outstanding Exercised | $ 7.14 | |
Number Outstanding, Warrants Outstanding Ending Balance | 190,242 | 218,729 |
Weighted Average Exercise Price, Warrants Outstanding Ending Balance | $ 21.48 | $ 19.62 |
Intrinsic Value Outstanding Ending Balance | $ 130,109 | |
Number Outstanding, Warrants Exercisable Ending Balance | 190,242 | |
Weighted Average Exercise Price, Exercisable Ending Balance | $ 21.48 | |
Contractual Life in Years, Warrants Exercisable Ending Balance | 3 years 6 months 29 days | |
Intrinsic Value Exercisable Ending Balance | $ 130,109 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Warrants to purchase shares of common stock | |||
Share-based payment arrangement, noncash expense | $ 24,266 | $ 14,434 | |
Warrants outstanding | 1,466,842 | $ 736,953 | |
change fair value of warrant liability. | $ 729,899 | ||
Warrant [Member] | |||
Warrants to purchase shares of common stock | 28,487 | ||
Warrants and Rights Outstanding | $ 16,567 | ||
Share-based payment arrangement, noncash expense | $ 0 | $ 0 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Stock Options [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number Outstanding, Options outstanding, Beginning Balance | 26,229 | |
Weighted average exercise price outstanding, Beginning Balance | $ 43.04 | |
Weighted - Average Contractual Life in Years, Options Outstanding Ending Balance | 3 years 5 months 4 days | 3 years 8 months 12 days |
Intrinsic Value Options Outstanding, Beginning Balance | ||
Number Outstanding, Options Exercisable | 16,141 | |
Weighted average Exercise Price Outstanding, Options Exercisable | $ 60.75 | |
Weighted - Average Contractual Life in Years, Options Exercisable Ending Balance | 2 years 5 months 1 day | 3 years 7 months 20 days |
Intrinsic Value, Options Exercisable | ||
Number Outstanding, Granted | ||
Weighted average Exercise Price Outstanding, Options Granted | ||
Number Outstanding, adjusted | 72 | |
Weighted average Exercise Price Outstanding, Options adjusted | ||
Number Outstanding, Expired | ||
Weighted average Exercise Price Outstanding, Options Expired | ||
Number Outstanding, Exercised | (2,371) | |
Weighted average Exercise Price Outstanding, Options Exercised | $ 53.29 | |
Weighted - Average Contractual Life in Years, Options Exercised | 3 years 6 months 25 days | |
Number Outstanding, Options Outstanding Ending Balance | 23,930 | 26,229 |
Weighted average Exercise Price Outstanding, Options Outstanding Ending Balance | $ 40.78 | $ 43.04 |
Intrinsic Value, Options Outstanding Ending Balance | $ 37,706 | |
Number Outstanding, Options Exercisable Ending Balance | 14,879 | 16,141 |
Weighted average Exercise Price Outstanding, Options Exercisable Ending Balance | $ 64.12 | $ 60.75 |
Intrinsic Value, Options Exercisable Ending Balance |
OPTIONS (Details Narrative)
OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock Issued During Period, Value, Stock Options Exercised | $ 9,840 | |
Options expense | $ 24,266 | $ 14,434 |
Share-Based Payment Arrangement [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 2,371 | |
Stock Issued During Period, Value, Stock Options Exercised | $ 9,840 | |
Second Amended and Restated 2019 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options to purchase common stock granted | 155,556 | |
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. |
CONTINGENCIES (Details Narrativ
CONTINGENCIES (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Apr. 13, 2023 USD ($) | Sep. 30, 2021 USD ($) | Aug. 14, 2020 Integer | Jun. 30, 2022 USD ($) | Jul. 31, 2020 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2021 USD ($) | |
Repayments of related party debt | $ 550,000 | |||||||
Principal amount | $ 630,000 | |||||||
Attorney fees | $ 630,000 | |||||||
Bad debt expenses | $ 630,000 | $ (32,074) | ||||||
Attorney fees | $ 743,000 | |||||||
Waxman [Member] | ||||||||
Principal amount | $ 630,000 | |||||||
IPS [Member] | Studebaker Defense Group, LLC [Member] | ||||||||
Down payment | $ 550,000 | |||||||
Number of nitrile gloves delivered | Integer | 180,000 | |||||||
Loss contingency damages sought value | $ 550,000 | |||||||
Loss on inventory investment | $ 500,000 |
SCHEDULE OF OPERATING LEASES (D
SCHEDULE OF OPERATING LEASES (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Jan. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Recognition of Right to use assets | $ 183,414 | $ 191,216 | $ 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 | ||||
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 ($) | Mar. 31, 2024 | Nov. 30, 2023 | Jan. 31, 2022 |
Leases | |||
2024 remaining | $ 39,132 | ||
2025 | 53,652 | ||
2026 | 55,261 | ||
2027 | 56,919 | ||
2028 | 48,612 | ||
Total minimum lease payments | 253,576 | ||
Less: effect of discounting | (51,992) | ||
Present value of future minimum lease payments | 201,584 | $ 313,301 | $ 664,992 |
Less: current obligation under lease | 32,608 | ||
Long-term lease obligations | $ 168,976 | ||
Weighted average discount rate | 10% | ||
Weighted average term remaining | 4 years 6 months 18 days |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | 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 | $ 183,414 | $ 191,216 | 642,887 | ||||
Lease liability | 201,584 | $ 313,301 | $ 664,992 | ||||
Lease liability and right-of-use assets | $ 351,581 | ||||||
Operating lease expense | 20,925 | $ 81,024 | |||||
Operating lease expense including discontinued operations | $ 62,656 | $ 62,656 |
SCHEDULE OF BUSINESS INTERESTS
SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 493,316 | ||
Gross Profit | 73,219 | ||
Assets | 16,739,269 | 4,037,771 | $ 12,532,913 |
Segment Profit/Loss | 21,246,033 | (677,953) | |
Cost of Sales | 690,670 | ||
Integra [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 476,356 | ||
Gross Profit | 56,259 | ||
Assets | 3,228,042 | 358,035 | |
Segment Profit/Loss | (238,655) | (104,868) | |
Cost of Sales | 420,097 | ||
Unallocated Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 16,960 | ||
Gross Profit | 16,960 | ||
Assets | 13,511,223 | 3,679,736 | |
Segment Profit/Loss | 21,484,688 | (573,085) | |
Cost of Sales | $ 270,573 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | ||
May 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | |||
Final payment from MMS disposition | $ 7,500,000 | ||
Micro Merchant Systems Inc [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Final payment from MMS disposition | $ 7,500,000 |