FY true 0001382574 206

 0001382574

 2023-01-01
 2023-12-31

 0001382574

 2023-06-30

 0001382574

 2024-05-03

 0001382574

 2022-01-01
 2022-12-31

 MEDS:Integer

 utr: MBbls

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 ( Amendment
No.1)

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from: _____________to ______________

 Commission
File Number: 001-39199

 TRxADE
HEALTH, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 46-3673928

 (State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 No.)

 2420
 Brunello Trace

 Lutz,
 Florida

 33558

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (800) 261-0281

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, $0.00001 Par Value Per Share

 MEDS

 The
 NASDAQ Stock Market LLC

 (The
 NASDAQ Capital Market)

 Securities
registered pursuant to Section 12(g) of the Act:

 None.

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of " large accelerated filer, " " accelerated filer "
and " smaller reporting company " and " emerging growth company " in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
filer

 Smaller
reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last business day
of the registrant's most recently completed second fiscal quarter was approximately $ 11,457,013.

 As
of May 3, 2024, there were 1,406,348 shares of common stock issued and outstanding.

 Audit
 Firm ID

 Auditor
 Name:

 Auditor
 Location:

 6866

 CM3
 Advisory

 San
 Diego, California

 00206

 MaloneBailey,
 LLP

 Houston,
 Texas

 EXPLANATORY
NOTE

 This
Amendment No. 1 to Form 10-K (this "Form 10-K/A") amends the Annual Report on Form 10-K of TRxADE HEALTH, INC., a Delaware
corporation ("Trxade," "we," "us," the "registrant" or the "Company," including
our subsidiaries, as applicable), for the year ended December 31, 2023 that we originally filed with the Securities and Exchange Commission
(the "SEC") on April 22, 2024 (the "Original Filing"). We are filing this Form 10-K/A to provide the information
required by Items 10, 11, 12, 13, and 14 of Part III of Form 10-K. We previously omitted this information from the Original Filing in
reliance on General Instruction G(3) to Form 10-K. We hereby amend and restate in its entirety Part III of the Original Filing. Capitalized
terms not otherwise defined in Part III of this Form 10-K/A shall have the same meanings assigned to those terms in Parts I and II of
the Original Filing.

 Pursuant
to the rules of the SEC, Part IV, Item 15 (Exhibit Index) has also been amended to contain the currently dated certifications from our
principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications
of our principal executive officer and principal financial officer are attached to this Form 10-K/A as Exhibits 31.3 and 31.4, respectively.
Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure
with respect to Items 307 and 308 of Regulation S-K, we have omitted paragraphs 3, 4 and 5 of the certifications filed with this Form
10-K/A. Additionally, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002, because we are not
filing any financial statements with this Form 10-K/A.

 Except
as set forth in this Form 10-K/A, this Form 10-K/A does not amend or otherwise update any other information in the Original Filing. Other
than the information specifically amended and restated herein, this Form 10-K/A does not reflect events occurring after April 22, 2024,
the date of the Original Filing, or modify or update those disclosures that may have been affected by subsequent events. Accordingly,
this Form 10-K/A should be read in conjunction with the Original Filing and with our filings with the SEC after the Original Filing.

 TABLE
OF CONTENTS

 Page

 Cautionary Statement Regarding Forward-Looking Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits, Financial Statements and Schedules

 Signatures

 CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 This
Form 10-K/A contains statements that constitute forward-looking statements which are subject to the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Some of the statements in this Form 10-K/A
constitute forward-looking statements because they relate to future events or our future performance or future financial condition. These
forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our
company, our industry, our beliefs and our assumptions. Our forward-looking statements include, but are not limited to, statements regarding
our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: " anticipate,"
" believe," " continue," " could," " estimate," " expect,"
" intend," " may," " ongoing, " " plan," " potential,"
" predict," " project," " should," or the negative of these terms or other similar
expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
These factors include those set forth below and those disclosed under " Risk Factors " in the Original Filing. Forward-looking
statements in this Form 10-K/A may include, for example, statements about:

 Risks
 related to our history of operating losses and that our operations may not become profitable;

 Claims
 relating to alleged violations of intellectual property rights of others;

 Technical
 problems with our websites;

 Risks
 relating to implementing our acquisition strategies, and the risk that acquisitions will likely be dilutive to our stockholders and
 we may not realize the anticipated benefits of certain strategic transactions that we pursue or effect;

 Our
 ability to manage our growth;

 Negative
 effects on our operations associated with the opioid pain medication health crisis;

 Regulatory
 and licensing requirement risks;

 Risks
 related to changes in the U.S. healthcare environment;

 The
 status of our information systems, facilities and distribution networks;

 Risks
 associated with the operations of our more established competitors;

 Regulatory
 changes;

 Healthcare
 fraud;

 O ur
 ability to respond to general economic conditions, including financial market volatility and disruption, elevated levels of inflation,
 and declining economic conditions in the United States;

 Changes
 in laws or regulations relating to our operations;

 Privacy
 laws;

 System
 errors;

 Dependence
 on current management;

 Our
 growth strategy; and

 Other
 risks disclosed in the Original Filing under " Risk Factors."

 The
forward-looking statements contained in this Form 10-K/A are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

 These
risks and uncertainties include, but are not limited to, those factors described under the section of the Original Filing entitled "Risk
Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required
under applicable securities laws.

 We
use words such as "anticipates," "believes," "expects," "intends," "seeks,"
"plans," "estimates," "targets" and similar expressions to identify forward-looking statements. The
forward-looking statements contained in this Form 10-K/A involve risks and uncertainties. Our actual results could differ materially
from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in " Part I
— Item 1A. Risk Factors " in the Original Filing.

 Although
we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove
to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these
and other uncertainties, the inclusion of a projection or forward-looking statements in this Form 10-K/A should not be regarded as a
representation by us that our plans and objectives will be achieved.

 We
have based the forward-looking statements included in this Form 10-K/A on information available to us on the date of this Form 10-K/A,
and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any
forward-looking statements in this Form 10-K/A, whether as a result of new information, future events or otherwise, you are advised to
consult any additional disclosures that we may make directly to you or through reports that we may file in the future with the Securities
and Exchange Commission (the "SEC"), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K.

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors
and Executive Officers

 The
following table sets forth the information of our directors and executive officers, including their age, as of May 3, 2024.

 Name

 Age

 Positions
and Offices Held with Company

Since

 Suren
 Ajjarapu

 Chairman
 of the Board, Chief Executive Officer and Secretary

 01/2014

 Patel

 President,
 Chief Operating Officer, Interim Principal Financial/Accounting Officer and Director

 01/2014

 Donald
 G. Fell

 01/2014

 Michael
 L. Peterson

 01/2023

 Jeff
 Newell

 09/2022

 The
following is a brief description of the education and business experience of our current directors and executive officers:

 Suren
Ajjarapu, Chairman of the Board, Chief Executive Officer and Secretary

 Mr.
Ajjarapu has served as Chairman of the Board, Chief Executive Officer and Secretary since our acquisition of Trxade Group, Inc., a Nevada
corporation ("Trxade Nevada") (our predecessor company) on January 8, 2014, and as the Chairman of the Board, Chief Executive
Officer and Secretary of Trxade Nevada since its inception. He has also served as Chairman and Chief Executive Officer of Kernel Group
Holdings, Inc. (NASDAQ: KRNL), a special purpose acquisition company, since December 2022, served as Chairman and Chief Executive Officer
of Oceantech Acquisitions I Corp. (NASDAQ: OTEC), a special purpose acquisition company, since March 2023, served as Chairman and Chief
Executive Officer of Power Up Acquisition Corp. (NASDAQ: PWUP), a special purpose acquisition company, since August 2023, and served as
a director and the Chief Executive Officer of Integrated Wellness Acquisition Corp (NYSE: WEL), a special purpose acquisition company,
since January 2024 and February 2024, respectively. Mr. Ajjarapu served as Chairman and Chief Executive Officer of Aesther Healthcare
Acquisition Corp. (NASDAQ: AEHA), a special purpose acquisition company, from June 2021 until the completion of its initial business
combination in February 2023. Mr. Ajjarapu now serves as a director of the post-combination company Ocean Biomedical, Inc. (NASDAQ: OCEA).
Mr. Ajjarapu served as Chairman and Chief Executive Officer of Semper Paratus Acquisition Corporation (NASDAQ: LSGT), a special purpose
acquisition company, from June 2023 until the completion of its initial business combination in February 2024. Mr. Ajjarapu now serves
as a director of the post-combination company Tevogen Bio Holdings Inc. (NASDAQ: TVGN). Mr. Ajjarapu also serves as a director and the
Chief Executive Officer of Danam Health, Inc. Mr. Ajjarapu has served on the board of directors of Kano Energy, Inc, which is involved
in developing renewable natural gas sites in USA, since 2018. Mr. Ajjarapu has also served as Chairman of Feeder Creek Group, Inc., since
March 2018. Feeder Creek Group, Inc. is a company involved in developing renewable natural gas sites in Iowa.

 Mr.
Ajjarapu was a Founder, Chief Executive Officer and Chairman of Sansur Renewable Energy, Inc., a company involved in developing wind
power sites in the Midwest, United States, from 2009 to 2012. Mr. Ajjarapu was a Founder, President and Director of Aemetis, Inc., a
biofuels company (AMTX.OB) and a Founder, Chairman and Chief Executive Officer of International Biofuels, a subsidiary of Aemetis, Inc.,
from 2006 to 2009. Mr. Ajjarapu was Co-Founder, Chief Operating Officer, and Director of Global Information Technology, Inc., an IT outsourcing
and systems design company, headquartered in Tampa, Florida with major operations in India from 1995 to 2006. Mr. Ajjarapu holds an MS
in Environmental engineering from South Dakota State University, Brookings, South Dakota, and an MBA from the University of South Florida,
specializing in International Finance and Management. Mr. Ajjarapu is also a graduate of the Venture Capital and Private Equity program
at Harvard University.

Patel, President, Chief Operating Officer, Interim Principal Financial/Accounting Officer and Director

 Mr.
Patel has served as our full-time President and Chief Operating Officer, and as a director, since our acquisition of TRxADE Nevada on
January 8, 2014. Effective March 6, 2023, Mr. Patel, was appointed as Interim Principal Financial/Accounting Officer of the Company since
March 2023. Mr. Patel also serves as a director, the President, and the Chief Operating Officer of Danam Health, Inc. Mr. Patel is a
registered pharmacist and pharmaceutical consultant with over twenty years of experience in retail pharmacy and pharmaceutical logistics,
and the founder of several pharmacies in the Tampa Bay, Florida area. Mr. Patel has been President and Member of Board of Directors of
Trxade Nevada since August 2010. Since October 2008, Mr. Patel has been Managing Member of APAA LLC, a pharmacy and CEO of Pharmaceutical
Returns Of America LLC, a pharmaceutical reverse distributor. Mr. Patel graduated from Nottingham University School of Pharmacy and practiced
in the United Kingdom before obtaining his masters in Transport, Trade and Finance from Cass Business School, City University, United
Kingdom.

 Donald
G. Fell, Director

 Mr.
Fell has served as an independent director of our company since January 2014. Mr. Fell has also served as a director of Kernel Group
Holdings, Inc. (NASDAQ: KRNL), a special purpose acquisition company, since December 2022, served as a director of Oceantech Acquisitions
I Corp. (NASDAQ: OTEC), a special purpose acquisition company, since March 2023, served as a director of Power Up Acquisition Corp. (NASDAQ:
PWUP), a special purpose acquisition company, since August 2023, and served as a director of Integrated Wellness Acquisition Corp (NYSE:
WEL), a special purpose acquisition company, since February 2024. Mr. Fell served as a director of Aesther Healthcare Acquisition Corp.
(n/k/a Ocean Biomedical, Inc. (NASDAQ: OCEA)), a special purpose acquisition company, from June 2021 until the completion of its initial
business combination in February 2023. Mr. Fell served as a director of Semper Paratus Acquisition Corporation (n/k/a Tevogen Bio Holdings
Inc. (NASDAQ: TVGN)), a special purpose acquisition company, from June 2023 until the completion of its initial business combination
in February 2024.

 He
is presently Professor and Institute Director for the Davis, California-based Foundation for Teaching Economics and adjunct professor
of economics for the University of Colorado, Colorado, Springs. From 1995 – 2012, Mr. Fell held positions with the University of
South Florida as a member of the Executive MBA faculty, Director of Executive and Professional Education and Senior Fellow of the Public
Policy Institute. He has also served as visiting professor of economics at the University of LaRochelle, France, and as adjunct professor
of economics at both Illinois State University and The Ohio State University. Mr. Fell holds undergraduate and graduate degrees in economics
from Indiana State University and is all but dissertation (ABD) in economics from Illinois State University. Through his work with the
Foundation for Teaching Economics and the University of Colorado, Colorado Springs he has conducted graduate institutes on economic policy
and environmental economics in 44 states, throughout Canada, the Islands and Eastern Europe.

 Michael
L. Peterson, Director

 Mr.
Peterson has served as an independent director of our company since January 2023 and previously served as a director of the Company from
August 2016 to May 2021. Since December 2020, he has served as the Chief Executive Officer of Nevo Motors, Inc., a company that is commercializing
low carbon emission trucks. Since January 2021, Mr. Peterson has served as a director of Indonesia Energy Corporation Limited (NYSE American:
INDO). Mr. Peterson commenced serving as President, Chief Executive Officer and as a director of Lafayette Energy Corp. in April 2022.
Mr. Peterson has served as the Chief Executive Officer of Trio Petroleum Corp. since October 2023 and formerly served as a director since
July 2022. Mr. Peterson has also served as a director of Kernel Group Holdings, Inc. (NASDAQ: KRNL), a special purpose acquisition company,
since December 2022, served as a director of Oceantech Acquisitions I Corp. (NASDAQ: OTEC), a special purpose acquisition company, since
March 2023, served as a director of Power Up Acquisition Corp. (NASDAQ: PWUP), a special purpose acquisition company, since August 2023,
and served as a director of Integrated Wellness Acquisition Corp (NYSE: WEL), a special purpose acquisition company, since February 2024.
Mr. Fell served as a director of Aesther Healthcare Acquisition Corp. (NASDAQ: AEHA), a special purpose acquisition company, from June
2021 until the completion of its initial business combination in February 2023. He now serves as a director of the post-combination company
Ocean Biomedical, Inc. (NASDAQ: OCEA). Mr. Peterson served as a director of Semper Paratus Acquisition Corporation (n/k/a Tevogen Bio
Holdings Inc. (NASDAQ: TVGN)), a special purpose acquisition company, from June 2023 until the completion of its initial business combination
in February 2024. Mr. Peterson also serves as a director of Danam Health, Inc. since January 2024.

 Mr.
Peterson previously served as the president of the Taipei Taiwan Mission of The Church of Jesus Christ of Latter-day Saints, in Taipei,
Taiwan from June 2018 to June 2021. Mr. Peterson served as the Chief Executive Officer of PEDEVCO Corp. (NYSE American: PED), a public
company engaged primarily in the acquisition, exploration, development and production of oil and natural gas shale plays in the US from
May 2016 to May 2018. Mr. Peterson served as Chief Financial Officer of PEDEVCO between July 2012 and May 2016, and as Executive Vice
President of Pacific Energy Development (PEDEVCO's predecessor) from July 2012 to October 2014, and as PEDEVCO's President
from October 2014 to May 2018. Mr. Peterson joined Pacific Energy Development as its Executive Vice President in September 2011, assumed
the additional office of Chief Financial Officer in June 2012, and served as a member of its board of directors from July 2012 to September
2013. Mr. Peterson formerly served as Interim President and CEO (from June 2009 to December 2011) and as director (from May 2008 to December
2011) of Pacific Energy Development, as a director (from May 2006 to July 2012) of Aemetis, Inc. (formerly AE Biofuels Inc.), a Cupertino,
California-based global advanced biofuels and renewable commodity chemicals company (NASDAQ: AMTX), and as Chairman and Chief Executive
Officer of Nevo Energy, Inc. (NEVE) (formerly Solargen Energy, Inc.), a Cupertino, California-based developer of utility-scale solar
farms which he helped form in December 2008 (from December 2008 to July 2012). From 2005 to 2006, Mr. Peterson served as a managing partner
of American Institutional Partners, a venture investment fund based in Salt Lake City. From 2000 to 2004, he served as a First Vice President
at Merrill Lynch, where he helped establish a new private client services division to work exclusively with high-net-worth investors.
From September 1989 to January 2000, Mr. Peterson was employed by Goldman Sachs & Co. in a variety of positions and roles, including
as a Vice President. Mr. Peterson received his MBA at the Marriott School of Management and a BS in statistics/computer science from
Brigham Young University.

 Jeff
Newell, Director

 Mr.
Jeff Newell has served as an independent director of our company since September 2022. Mr. Newall has over forty years of experience
in the healthcare industry. Since May 2003, Mr. Newell has served as the Chief Executive Officer of The Newell Group LLC, a healthcare
consulting firm. Prior to that, from 2017 to 2021, he served as the Chief Executive Officer of Pharmacy Quality Solutions, a healthcare
quality measuring and reporting company. He also previously served as the Vice President of Pharmacy Administration for Kmart Pharmacy/Sears
Holding Corporation (2015-2017), a retail pharmacy and as Senior Vice President and Chief Compliance Officer for Millennium Long Term
Care Pharmacy Systems (2012-2014), a long-term care pharmacy. Prior to that, he served in various other healthcare management roles,
including serving as Chief Operating Officer of Quality Partners Rhode Island, a non-profit healthcare consulting group (2003-2011),
in various roles, including as a Pharmacist, Corporate Analyst, Pharmacy Supervisor, Manager, and Director of Pharmacy Programs with
CVS (1982-2003), and as a Co-Owner of, and Pharmacist with, Newell's Pharmacy in New York (1980-1984). Throughout his career, Mr.
Newell has served on many National, State and Local Boards, within the Healthcare Industry. Mr. Newell is retired and stays active within
the industry through his consulting company (The Newell Group LLC). He consults with a select number of companies and individuals and
leverages his expertise and vast network to drive improved performance. Mr. Newell is a member of the American Pharmacist Association
and Rhode Island Pharmacist Association. He received his Bachelor of Science degree in Pharmacy from Albany College of Pharmacy &
Health Sciences.

 Other
Directorships

 No
directors of the Company are also directors of issuers with a class of securities registered under Section 12 of the Exchange Act (or
which otherwise are required to file periodic reports under the Exchange Act), except for Mr. Ajjarapu, Mr. Fell and Mr. Peterson as
described above.

 Family
Relationships

 There
are no family relationships among any of our directors or executive officers.

 Election
of Officers and Directors

 Our
executive officers are currently appointed by the Board of Directors (the "Board") on an annual basis and serve until their
successors are duly appointed and qualified, or until their earlier resignation or removal.

 Our
Board is currently composed of five directors. Our directors are elected by the Company's shareholders on an annual basis and serve
until their successors are duly elected and qualified, or until their earlier resignation or removal.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock to file reports
with the SEC regarding their ownership and changes in ownership of our securities.

 Other
than as reported below, and based solely upon a review of those reports and written representations provided to us by all of our directors
and executive officers, we believe that during the year ended December 31, 2023, our directors, executive officers and greater than 10%
stockholders timely filed all reports they were required to file under Section 16(a).

 Michael
L. Peterson, a director, filed a Statement of Changes in Beneficial Ownership report on Form 4 on January 20, 2023 reporting the receipt
of a stock award and a stock option. That Form 4 was filed after its prescribed due date.

 Suren
Ajjarapu, our Chairman of the Board, Chief Executive Officer and Secretary, did not timely file one Statement of Changes in Beneficial
Ownership report on Form 4, resulting in the untimely disclosure of a stock grant awarded in 2023.

Patel, our President, Chief Operating Officer, Interim Principal Financial/Accounting Officer and a director, did not timely file one
Statement of Changes in Beneficial Ownership report on Form 4, resulting in the untimely disclosure of a stock grant awarded in 2023.

 Each
of Mr. Fell and Mr. Peterson, who serve on the Board, did not timely file a Statement of Changes in Beneficial Ownership report on Form
4 reporting a grant on or about April 13, 2023 of 12,222 shares of common stock for services rendered to the Company. And, Jeff Newell,
a director of the Company, did not timely file a Statement of Changes in Beneficial Ownership report on Form 4 reporting a grant on or
about April 13, 2023 of 14,056 shares of common stock for services rendered to the Company.

 During
our 2023 fiscal year each of Messrs. Fell, Peterson, and Newell were granted 10,000 shares with immediate vesting to recognize the
significant additional work for various financing, sales, acquisitions, operations and restructuring activities evaluated and / or effected by the Company during, and each did not timely file a Statement of Changes
in Beneficial Ownership report on Form 4 reporting their respective grant

 Code
of Ethics

 Our
Board has adopted a Code of Ethics that applies to all of our directors, officers and employees. The Code of Ethics will be available
for review in print, without charge, to any stockholder who requests a copy by writing to us at TRxADE HEALTH, Inc., 2420 Brunello Trace
Lutz, FL 33558, Attention: Investor Relations. Each of our directors, employees and officers are required to comply with the Code of
Ethics.

 The
Code of Ethics was filed as Exhibit 14.1 to the Annual Report on Form 10-K which we filed with the SEC on March 23, 2015.

 We
intend to disclose any amendments to our Code of Ethics and any waivers with respect to our Code of Ethics granted to our principal executive
officer, our principal financial officer, or any of our other employees performing similar functions on our website at
 and also in a Current Report on Form 8-K, as required, within four business days following the date of such amendment or waiver.
In such case, the disclosure regarding the amendment or waiver will remain available on our website for at least 12 months after the
initial disclosure. There have been no waivers granted with respect to our Code of Ethics to any such officers or employees. The inclusion
of our website address in this Form 10-K/A does not include or incorporate by reference the information on our website into this Form
10-K/A.

 Corporate
Governance

 Audit
Committee

 Our
Audit Committee, which is comprised exclusively of independent directors, currently consists of Michael L. Peterson (chair), Donald G.
Fell and Jeff Newell. The Audit Committee has been established by the Board to oversee our accounting and financial reporting processes
and the audits of our financial statements.

 The
Board has selected the members of the Audit Committee based on the Board's determination that the members are financially literate
(as required by Nasdaq rules) and qualified to monitor the performance of management and the independent auditors and to monitor our
disclosures so that our disclosures fairly present our business, financial condition and results of operations.

 The
Board has also determined that Mr. Peterson is an "audit committee financial expert" (as defined in the SEC rules) because
he has the following attributes: (i) an understanding of generally accepted accounting principles in the United States of America ("GAAP")
and financial statements; (ii) the ability to assess the general application of such principles in connection with accounting for estimates,
accruals and reserves; (iii) experience analyzing and evaluating financial statements that present a breadth and level of complexity
of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised
by our financial statements; (iv) an understanding of internal control over financial reporting; and (v) an understanding of audit committee
functions. Mr. Peterson has acquired these attributes by means of having held various positions that provided relevant experience, as
described in his biographical information above.

 The
Audit Committee has the sole authority, at its discretion and at our expense, to retain, compensate, evaluate and terminate our independent
auditors and to review, as it deems appropriate, the scope of our annual audits, our accounting policies and reporting practices, our
system of internal controls, our compliance with policies regarding business conduct and other matters. In addition, the Audit Committee
has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise the Audit Committee.

 The
Audit Committee Charter was filed as Exhibit 99.1 to the Current Report on Form 8-K which we filed with the SEC on October 28, 2019.

 Risk
Oversight

risk oversight is an important priority of the Board. Because risks are considered in virtually every business decision, the Board discusses
risk throughout the year generally or in connection with specific proposed actions. The Board's approach to risk oversight includes
understanding the critical risks in the Company's business and strategy, evaluating the Company's risk management processes,
allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities.

 The
Board exercises direct oversight of strategic risks to the Company. The Audit Committee reviews and assesses the Company's processes
to manage business and financial risk and financial reporting risk. It also reviews the Company's policies for risk assessment
and assesses steps management has taken to control significant risks. The Compensation Committee oversees risks relating to compensation
programs and policies. In each case management periodically reports to our Board or relevant committee, which provides guidance on risk
assessment and mitigation. The Nominating and Corporate Governance Committee recommends the slate of director nominees for election to
the Company's Board, identifies and recommends candidates to fill vacancies occurring between annual stockholder meetings, reviews,
evaluates and recommends changes to the Company's Corporate Governance Guidelines, and establishes the process for conducting the
review of the Chief Executive Officer's performance.

 Insider
Trading/Anti-Hedging Policies

 All
employees, officers and directors of the Company or any of our subsidiaries are subject to our Insider Trading Policy. The policy prohibits
the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in
securities trading. The policy also prohibits trading in Company securities during certain pre-established blackout periods around the
filing of periodic reports and the public disclosure of material information. The Company recognizes that hedging against losses in Company
shares may disturb the alignment between stockholders and executives that equity awards are intended to build. To ensure compliance with
the policy and applicable federal and state securities laws, all individuals subject to the policy must refrain from the purchase or
sale of our securities except in designated trading windows or pursuant to preapproved 10b5-1 trading plans. The anti-hedging provisions
prohibit all employees, officers and directors from engaging in "short sales" of our securities.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

Committee

 The
Compensation Committee is responsible for the administration of our stock compensation plans, approval, review and evaluation of the
compensation arrangements for our executive officers and directors and oversees and advises the Board on the adoption of policies that
govern the Company's compensation and benefit programs. In addition, the Compensation Committee has the authority, at its discretion
and at our expense, to retain special legal, accounting or other advisors to advise the Compensation Committee.

Committee Interlocks and Insider Participation

 The
current members of the Compensation Committee are Donald G. Fell (chair), Jeff Newell, and Michael L. Peterson, who are each independent
members of our Board. No member of the Compensation Committee is an employee or a former employee of the Company. During 2023, none of
our executive officers (A) served as a member of the compensation committee (or other board committee performing equivalent functions
or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on
the Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire
board of directors) of the Company; (B) served as a director of another entity, one of whose executive officers served on the compensation
committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors)
of the Company; or (C) served as a member of the compensation committee (or other board committee performing equivalent functions or,
in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director
of the Company.

 Additionally,
no Compensation Committee member (1) was, during the fiscal year, an officer or employee of the registrant; (2) was formerly an officer
of the registrant (except as discussed above); or (3) had any relationship requiring disclosure by the Company under Section 404 of Regulation
S-K.

 Accordingly,
the Compensation Committee members have no interlocking relationships required to be disclosed under SEC rules and regulations.

 2023
Summary Compensation Table

 The
following table sets forth certain information concerning compensation earned by or paid to certain persons who we refer to as our "Named
Executive Officers" for services provided for the fiscal years ended December 31, 2023 and 2022.

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock Awards
 ($)*

 Option Awards
 ($)*

 All Other Compensation
 ($)

 Total
 ($)

 2022

 $
 354,231
 (1)

 -

 60,000

 $
 -

 16,647
 (3)

 $
 414,230

 Chairman of the Board, Chief Executive Officer, and Secretary

 2023

 $
 360,000

 -

 243,075

 $
 -

 24,934

 $
 628,009

 2022

 $
 147,038
 (2)

 -

 10,000

 $
 -

 -

 $
 157,038

 President, Chief Operating Officer, Interim Principal Financial/ Accounting Officer and Director

 2023

 $
 150,000

 -

 43,650

 $
 -

 -

 $
 193,650

 Does
not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.

 *

 Amounts
 in this column represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards
 Board Accounting Standard Codification Topic 718. Such grant date fair value does not take
 into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of restricted shares and
 option awards are set forth in the Critical Accounting Estimates as disclosed in our Consolidated Financial Statements for the year
 ended December 31, 2023. The amount reported in this column reflects the accounting cost for these awards and does not correspond to
 the actual economic value that may be received by the officer upon the vesting of the restricted shares, the exercise of the stock
 options, or any sale of the underlying shares of common stock.

 (1)

 The
 amount shown reflects compensation under an employment agreement with the Company.

 (2)

 The
 amount shown reflects compensation under an at will employment agreement with the Company.

 (3)

 Represents
 the car allowance of $1,000 per month and a disability insurance policy paid for by the Company.

 No
Named Executive Officer received any Non-Equity Incentive Plan Compensation or Nonqualified Deferred Compensation Earnings for the periods
presented.

 Outstanding
Equity Awards At Fiscal Year-End

 The
following table sets forth information as of December 31, 2023 concerning unexercised options, unvested stock and equity incentive plan
awards for each of the executive officers named in the Summary Compensation Table.

 Name

 Grant Date

 Number of Securities Underlying Unexercised Options Exercisable

 Number
of Securities Underlying Unexercised Options Unexercisable

 Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

 Option Exercise Price ($)

 Option Expiration Date

 Restricted stock unvested as of 12/31/2023

 Market value of restricted stock (1)

 5/13/2019

 1,111

 -

 -

 $
 39.60

 05/13/2029

 -

 $
 2,192,499

 5/13/2019

 1,111

 -

 -

 $
 39.60

 05/13/2029

 -

 $
 2,645,400

 (1)

 Based upon the closing stock price of $3.47 on December 31, 2023.

 There
were no non-vested stock awards outstanding at year end.

 Employment
Agreements with Our Named Executive Officers

 Suren
Ajjarapu, Chief Executive Officer and Secretary

on April 14, 2020, we entered into an employment agreement with Mr. Suren Ajjarapu, our Chief Executive Officer, which replaced and superseded
his prior employment agreement with the Company.

 The
agreement, which provides for Mr. Ajjarapu to serve as our Chief Executive Officer, has a term extending through December 31, 2025, provided
that the agreement automatically extends for additional one-year terms thereafter in the event neither party provides the other at least
60 days prior notice of their intention not to renew the terms of the agreement. The agreement also requires the Board, subject to certain
exceptions, to nominate Mr. Ajjarapu to serve on the Board at each stockholders' meeting which occurs during the term of the agreement
and to serve as the Chairman of the Board.

 Pursuant
to the terms of the agreement, Mr. Ajjarapu's annual compensation package includes (1) a base salary of $360,000 per year ($300,000
for the 2020 fiscal year), subject to annual increases as determined in the sole discretion of the Compensation Committee, and as discussed
below (the "Base Salary"), and (2) a performance bonus equal to up to 100% of his Base Salary each year, based on the Company
meeting certain performance metrics as determined from time to time by the Compensation Committee and Mr. Ajjarapu ("Performance
Metrics"). Additionally, in the event that Mr. Ajjarapu meets at least 70% of the requirements for any annual performance bonus,
as determined in the reasonable discretion of the Compensation Committee of the Board (which requirement was met for the 2020 fiscal
year, and which salary was automatically increased), Mr. Ajjarapu's Base Salary is increased by 20%. Mr. Ajjarapu is eligible for
the Base Salary increase on an annual basis, with such increases being cumulative. Such increases in Base Salary do not require an amendment
to the agreement. Mr. Ajjarapu's performance bonus metrics include specific company performance goals and objectives, including
revenue goals, app downloads, and net operating income milestones, as may be modified or added to from time to time with the mutual approval
of Mr. Ajjarapu and the Compensation Committee. The determination of whether the Performance Metrics have been met are determined in
the reasonable discretion of the Compensation Committee, no later than 90 days after (a) December 31, 2020, in connection with the 2020
Performance Metrics; and (b) the end of such calendar year for subsequent years. For the year ended December 31, 2020, Mr. Ajjarapu was
awarded 49,020 shares of restricted common stock (the "2020 Restricted Stock"), valued at $372,062, based on the closing
sales price of the Company's common stock on the effective date of grant, which vested in full. Mr. Ajjarapu may also receive additional
bonuses awarded from time to time in the discretion of the Board and/or Compensation Committee and the Board (in cash, options or other
forms of equity) or the Compensation Committee may waive or change the performance metrics associated with his performance bonus in their
discretion. Mr. Ajjarapu's compensation under his employment agreement may be increased from time to time, by the Compensation
Committee, or the Board (with the recommendation of the Compensation Committee), which increases do not require the entry into an amended
employment agreement. Mr. Ajjarapu is also paid an automobile allowance of $1,000 per month during the term of the agreement and is eligible
to participate in our stock option plan and other benefit plans.

 The
agreement requires Mr. Ajjarapu to devote at least 75% of his business time and efforts to Company business. The agreement also prohibits
Mr. Ajjarapu from competing against us during the term of the agreement and for a period of twelve months after the termination of the
agreement in any state and any other geographic area in which we or our subsidiaries provide Restricted Services or Restricted Products,
directly or indirectly, during the twelve months preceding the date of the termination of the agreement. "Restricted Services"
means the manufacture, distribution, wholesale and sale of Restricted Products, healthcare services and any other services that we or
our subsidiaries have provided or are researching, developing, performing and/or providing at any time during the two years immediately
preceding the date of termination, or which Mr. Ajjarapu has obtained any trade secret or other confidential information about at any
time during the two years immediately preceding the date of termination of the agreement. "Restricted Products" means pharmaceutical
drugs and other healthcare products and any other product, that we or our subsidiaries have provided or are researching, developing,
manufacturing, distributing, purchasing, selling and/or providing at any time during the two years immediately preceding the date the
agreement is terminated, or which Mr. Ajjarapu obtained any trade secret or other confidential information in connection with at any
time during the two years immediately preceding the date of termination of the agreement.

 We
may terminate Mr. Ajjarapu's employment (a) for "cause" (which is defined to include, a material breach of the agreement
by Mr. Ajjarapu, any act of misappropriation of funds or embezzlement by Mr. Ajjarapu, Mr. Ajjarapu committing any act of fraud, or Mr.
Ajjarapu being indicted of, or pleading guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or
a felony under federal or applicable state law); (b) in the event Mr. Ajjarapu suffers a physical or mental disability which renders
him unable to perform his duties and obligations for either 90 consecutive days or 180 days in any 12-month period; (c) for any reason
without "cause"; or (d) upon expiration of the initial term of the agreement (or any renewal) upon notice as provided above.
The agreement also automatically terminates upon the death of Mr. Ajjarapu.

 Mr.
Ajjarapu may terminate his employment (a) for "good reason" (i.e., (i) if his position or duties are modified to such an
extent that his duties are no longer consistent with the position of CEO of the Company, (ii) there has been a material breach by us
of a material term of the agreement or Mr. Ajjarapu reasonably believes that we are violating any law which would have a material adverse
effect on our operations and such violation continues uncured thirty days after such breach and after notice thereof has been provided
to us by Mr. Ajjarapu, (iii) Mr. Ajjarapu's compensation is reduced without his consent, or we fail to pay to Mr. Ajjarapu any
compensation due to him upon five days written notice from Mr. Ajjarapu informing us of such failure, or (iv) if Mr. Ajjarapu is also
then serving as a member of the Board and is not re-nominated by the Board to serve as a member of the Board at any annual meeting of
stockholders of the Company; provided, however, prior to any such termination by Mr. Ajjarapu for "good reason", Mr. Ajjarapu
must first advise us in writing (within 15 days of the occurrence of such event) and provide us 15 days to cure (5 days in connection
with the reduction of Mr. Ajjarapu's salary or the failure to pay amounts owed to him)); (b) for any reason without "good
reason"; and (c) upon expiration of the initial term of the agreement (or any renewal) upon notice as provided above.

 In
the event that Mr. Ajjarapu's employment is terminated for any reason (not including, however, a termination by us for "cause"
or a termination as a result of Mr. Ajjarapu's death or disability) during the twelve month period following a Change of Control
(a "Change of Control Termination") or in anticipation of a Change of Control, we are required to pay Mr. Ajjarapu, within
60 days following the later of (i) the date of such Change of Control Termination; and (ii) the date of such Change of Control, a cash
severance payment in a lump sum in an amount equal to 3.0 times the sum of his current base salary and the amount of the last bonus payable
to Mr. Ajjarapu (the "Change of Control Payment"), which amount is due within 60 days of the later of (i) the date of such
Change of Control Termination; and (ii) the date of such Change of Control. If Mr. Ajjarapu's employment terminates due to a Change
of Control Termination within six (6) months prior to a Change of Control, it will be deemed to be "in anticipation of a Change
of Control" for all purposes. In addition, in the event of a Change of Control, all of Mr. Ajjarapu's equity-based compensation
immediately vests to Mr. Ajjarapu and any outstanding stock options held by Mr. Ajjarapu can be exercised by Mr. Ajjarapu until the earlier
of (A) one (1) year from the date of termination and (B) the latest date upon which such stock options would have expired by their original
terms under any circumstances, provided that if Mr. Ajjarapu's employment ends in anticipation of a Change of Control and such
equity-based compensation awards or stock options have previously expired pursuant to their terms, the Company is required to pay Mr.
Ajjarapu a lump sum payment, payable on the same date as the Change of Control Payment, equal to the Black Scholes value of the expired
and unexercised equity compensation awards and stock options held by Mr. Ajjarapu on the date of termination, based on the value of such
awards had they been exercisable through the end of their stated term and had not previously expired. "Change of Control"
for the purposes of the agreement means: (a) any person obtaining beneficial ownership representing more than 50% of the total voting
power represented by our then outstanding voting securities without the approval of not fewer than two-thirds of our Board; (b) a merger
or consolidation of us whether or not approved by our Board, other than a merger or consolidation that would result in our voting securities
immediately prior thereto continuing to represent at least 50% of the total voting power outstanding immediately after such merger or
consolidation, (c) our stockholders approving a plan of complete liquidation or an agreement for the sale or disposition by us of all
or substantially all of our assets, or (d) as a result of the election of members to our Board, a majority of the Board consists of persons
who are not members of the Board on April 14, 2020, except in the event that such slate of directors is proposed by a committee of the
Board or the Board; provided that if the definition of "Change of Control" in our Stock Incentive Plans or Equity Compensation
Plans is more favorable than the definition above, then such definition shall be controlling.

 If
Mr. Ajjarapu's employment is terminated pursuant to his death, disability, the end of the initial term (or any renewal term), without
"good reason" by Mr. Ajjarapu, or by us for "cause", Mr. Ajjarapu is entitled to all salary accrued through the
termination date and no other benefits other than as required under the terms of employee benefit plans in which Mr. Ajjarapu was participating
as of the termination date. Additionally, any unvested stock options or equity compensation held by Mr. Ajjarapu immediately terminate
and are forfeited (unless otherwise provided in the applicable award) and any previously vested stock options (or if applicable equity
compensation) are subject to the terms and conditions set forth in the applicable Stock Incentive Plan or Equity Compensation Plan, or
award agreement, as such may describe the rights and obligations upon termination of employment of Mr. Ajjarapu.

 If
Mr. Ajjarapu's employment is terminated by Mr. Ajjarapu for "good reason", or by us without "cause", Mr.
Ajjarapu is entitled to continue to receive the salary due pursuant to the terms of the agreement at the rate in effect upon the termination
date for eighteen (18) months, plus the pro rata amount of any discretionary bonus and performance bonus he would have been due for the
following eighteen (18) months (with any metrics being extrapolated based on the last four (4) full prior quarters of the Company's
operations prior to termination). Additionally, unvested benefits (whether equity or cash benefits and bonuses) will vest immediately
upon such termination and any outstanding stock options previously granted to Mr. Ajjarapu will vest immediately upon such termination
and will be exercisable until the earlier of (A) one year from the date of termination and (B) the latest date upon which such stock
options would have expired by their original terms under any circumstances. Mr. Ajjarapu is also to receive, if he elects, continued
health insurance under COBRA, paid for by the Company, for eighteen (18) months following the termination date (subject to certain rights
which reduce such obligation if Mr. Ajjarapu is covered by health insurance with a substantially similar level of insurance as prior
to the termination).

 The
agreement contains standard assignment of inventions, indemnification and confidentiality provisions. Further, Mr. Ajjarapu is subject
to non-solicitation covenants during the term of the agreement.

 Although
Mr. Ajjarapu will be prohibited from competing with us while he is employed with us, he will only be prohibited from competing for twelve
months after his employment with us ends pursuant to the agreement.

 See
also " 2022 Reduced Officer Compensation " and " 2023 Increased Officer Compensation " below.

Patel, President, Chief Operating Officer and Interim Principal Financial/Accounting Officer

 In
2016, the Company entered into an at-will employment agreement with Mr. Prashant Patel, our President, with an annual salary of $125,000
and a possible $50,000 performance bonus payable at the discretion of the Board or Compensation Committee. In January 2017, Mr. Patel
suspended his executive salary through June 30, 2017, a period of six months. Mr. Patel resumed his salary on July 1, 2017. In January
2018, Mr. Patel's salary was amended to $150,000 per annum. The annual bonus payable to Mr. Patel is based upon his performance
and the Company's attainment of objectives established by the Board or Compensation Committee of the Board and is payable at the
discretion of the Board or Compensation Committee. With respect to any subjective milestones, the determination of whether executive
has attained the mutually agreed upon milestones for the bonus shall be reasonably determined by the Board or the Compensation Committee.
Mr. Patel is further able to receive bonuses from time to time in the discretion of the Board and/or the Compensation Committee in cash,
options or other forms of equity. Mr. Patel's compensation under his employment agreement may be increased from time to time, by
the Compensation Committee, or the Board (with the recommendation of the Compensation Committee), which increases do not require the
entry into an amended employment agreement.

 See
also " 2022 Reduced Officer Compensation " and " 2023 Increased Officer Compensation " below.

 2022
Reduced Officer Compensation

September 1, 2022, the Board and Compensation Committee, with the approval of each of the following officers, agreed to reduce the annual
cash compensation payable to Suren Ajjarapu, Prashant Patel, and Janet Huffman, in an effort to conserve cash.

 Specifically,
effective beginning on September 1, 2022, the cash salaries of the officers set forth below were reduced in the following amounts, applied
pro rata for the 2022 fiscal year, which reductions in salary remained in place until January 1, 2023 (further described below):

 Officer

 Position with Company

 Reduced Cash Salary

 Shares of Common Stock In Lieu of Reduced Cash Salary

 Chief Executive Officer and Secretary

 $
 60,000

 51,724

 President, Chief Operating Officer and Interim Principal Financial/ Accounting Officer

 $
 10,000

 8,620

 Janet Huffman (1)

 Former Chief Financial Officer

 $
 25,000

 21,551

 (1)

 February 27, 2023, Ms. Janet Huffman, the Company's former Chief Financial Officer notified the Company of the termination
 of her Offer Letter dated February 3, 2022. Effective March 1, 2023, Ms. Huffman also transitioned from Chief Financial Officer to
 a consulting relationship with the Company. Effective March 6, 2023, Prashant Patel, a member of the Board, the President and the
 Chief Operating Officer of the Company, was appointed as Interim Principal Financial/Accounting Officer of the Company.

 In
lieu of the reduced cash salary payable to each officer, the Board and Compensation Committee agreed to issue such officers shares of
the Company's common stock as set forth in the table above under " Shares of Common Stock In Lieu of Reduced Cash Salary,"
equal to the amount of reduced cash salary set forth in the table above, divided by the closing sales price of the Company's common
stock on Nasdaq on August 31, 2022, the date approved by the Board.

 The
shares of common stock issuable to the officers, vested at the rate of 1/4 th of such shares on each of September 30,
2022, October 31, 2022, November 30, 2022, and December 31, 2022, subject to each applicable officer's continued service to the
Company on such dates and subject to the restricted stock award agreements entered into evidence such awards.

 The
reductions in officer compensation were documented by amendments to the employment agreements with each officer. Mr. Ajjarapu's
agreement also clarified that any severance payment paid to Mr. Ajjarapu under the terms of his employment agreement, described above,
would reduce any Change of Control Payment payable to Mr. Ajjarapu under the terms of his agreement, as amended.

 The
reductions in cash salary discussed above were implemented in order for the Company to conserve cash and reduce its cash operating expenses.

 All
of the awards discussed above were issued under the Company's Second Amended and Restated 2019 Equity Incentive and all restricted
stock awards discussed above were evidenced by Restricted Stock Grant Agreements.

 2023
Increased Officer Compensation

January 1, 2023, the Board and the Compensation Committee, increased the annual salaries of each of Mr. Ajjarapu, Mr. Patel and Ms. Huffman
to the levels of their salaries prior to the September 1, 2022 decreases discussed above. Mr. Ajjarapu's annual salary was increased
back to $360,000 per year, Mr. Patel's annual salary was increased back to $150,000 per year. There were no changes made to terms
of the restricted stock shares discussed above.

 The
increases in officer salaries were documented by amendments to the employment agreements with each officer. The amendments also clarified
that the equity compensation issuable to each officer was additional compensation and not specifically a result of the reduction in salaries
effective on September 1, 2022, and that the amount of reduced salary from September 1, 2022 to December 31, 2022 was forgiven by each
officer.

Recovery and Clawback Policies

 The
Board has adopted a Clawback Policy (the "Clawback Policy") designed to comply with Section 10D of the Exchange Act of 1934,
the rules promulgated thereunder, and the listing standards of the national securities exchange on which the Company's securities
are listed. The Clawback Policy is included as Exhibit 97.1 to this Form 10-K/A.

Risk Assessment

 The
Compensation Committee has reviewed the relationship between our risk management policies and compensation policies and practices and
concluded that we do not have any compensation policies or practices that expose us to risks that are reasonably likely to have a material
adverse effect on the Company.

 Policy
on Equity Ownership

 The
Company does not have a policy on equity ownership at this time. However, all Named Executive Officers and directors are beneficial owners
of stock of the Company.

 Rule
10b5-1 Trading Plans

 Our
executive officers and directors are encouraged to conduct purchase or sale transactions under a trading plan established pursuant to
Rule 10b5-1 under the Exchange Act. Through a Rule 10b5-1 trading plan, the executive officer or director contracts with a broker to
buy or sell shares of our common stock on a periodic basis. The broker then executes trades pursuant to parameters established by the
executive officer or director when entering into the plan, without further direction from them. The executive officer or director may
amend or terminate the plan in specified circumstances.

 Pledging
of Shares

 Employees,
officers and directors of the Company are prohibited from pledging Company securities as collateral for a loan. Additionally, shares
of Company stock may not be held in a margin account.

 Summary
Independent Director Compensation Table

 The
following table provides information regarding all compensation awarded to, earned by or paid to each person who served as a non-executive
director of the Company for some portion or all of 2023. Other than as set forth in the table and described more fully below, the Company
did not pay any fees, make any equity or non-equity awards, or pay any other compensation, to its non-employee directors. All compensation
paid to its employee directors is set forth in the tables summarizing executive officer compensation above.

 Name

 Fees
Earned
 or
 paid
in cash

 Stock
 Awards*

 Option
 Awards

 All Other Compensation

 Total

 Donald G. Fell (1)

 $
 48,677

 $
 100,000

 $
 -

 $
 -

 $
 148,677

 Charles L. Pope (2)

 $
 -

 $
 -

 $
 -

 -

 $
 -

 Jeff Newell (3)

 $
 30,375

 $
 108,250

 $
 -

 -

 $
 138,625

 Michael L. Peterson (4)

 $
 41,250

 $
 100,000

 $
 55,000

 -

 $
 196,250

 Candice Beaumont (5)

 $
 -

 $
 -

 $
 -

 -

 $
 -

 *
Amounts in this column represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards
Board Accounting Standard Codification Topic 718. Such grant date fair value does not take into
account any estimated forfeitures. The assumptions used in calculating the grant date fair value of restricted shares and option awards
are set forth in the Critical Accounting Estimates as disclosed in our Consolidated Financial Statements for the year ended December 31, 2023. The amount reported in this
column reflects the accounting cost for these awards and does not correspond to the actual economic value that may be received by the
director upon the vesting of the restricted shares, the exercise of the stock options, or any sale of the underlying shares of common
stock.

 (1) Stock
awards for fiscal year 2023 include an annual stock award of 12,222 shares and a one-time award of 10,000 shares with immediate
vesting to each Board member to recognize the significant additional work related to various financing, sales, acquisitions,
operations, and restructuring activities of the Company. At December 31, 2023, Mr. Fell had 2,245 vested stock options and 0 unvested shares of restricted
stock.

 (2)
 Mr. Pope resigned from the Board effective January 3, 2023. Mr. Pope did not receive any fees or other compensation for serving
on the Board during a portion of 2023.

 (3) Stock
awards for fiscal year 2023 include an annual stock award of 14,056 shares and a one-time award of 10,000 shares with immediate
vesting to each Board member to recognize the significant additional work related to various financing, sales, acquisitions,
operations, and restructuring activities of the Company. At December 31, 2023, Mr. Newell had 0 vested stock options and 0 unvested shares of restricted
stock.

 (4) Stock
awards for fiscal year 2023 include an annual stock award of 12,222 shares and a one-time award of 10,000 shares with immediate
vesting to each Board member to recognize the significant additional work related to various financing, sales, acquisitions,
operations, and restructuring activities of the Company. At December 31, 2023, Mr. Peterson had 3,078 vested stock options and 4,167
unvested shares of restricted stock

 (5)
 Ms. Beaumont was appointed to the Board on July 31, 2023 and then resigned from the Board effective April 10, 2024. Ms. Beaumont
did not receive any fees or other compensation for serving on the Board during a portion of 2023.

 Independent
Director Compensation Policy

 Each
independent member of the Board is to receive an annual grant of restricted common stock of the Company equal to $55,000 in value, on
April 1 st of each year (or such date thereafter as the awards are approved by the Board), and valued on such same date,
based on the closing sales price on such date (or the first business day thereafter), which restricted stock awards will vest at the
rate of 1/4 th of such awards over the following four calendar quarters, subject to such directors continued service to
the Company.

 The
Company has also entered into an indemnification agreement with each member of the Board.

 2023
Independent Director Compensation

on August 13, 2023, the Board approved the issuance of 24,444 shares of common stock of the Company to each of Mr. Fell and Mr. Peterson
for services rendered to the Company during fiscal 2023, which shares were valued at $110,000. The Board also approved the issuance of
14,056 shares of common stock of the Company to Jeff Newell for services rendered during fiscal 2023, which were valued at $63,250 based
on the most recent close price of the Company's common stock on the date approved by the Board. The shares vest at the rate of
1/4 th of such shares immediately on the grant date, and 1/4 th of such shares on each of October 1, 2023,
January 1, 2024 and April 1, 2024, subject to each applicable independent director's continued service to the Company on such dates.
Additionally, the Board approved 10,000 shares with immediate vesting to each Board member to recognize the significant additional work
for various financing, sales, acquisitions, operations restructuring.

 All
of the awards discussed above were issued under the Company's Second Amended and Restated 2019 Plan and all restricted stock awards
discussed above were evidenced by Restricted Stock Grant Agreements.

 Changes
in Independent Director Cash Compensation

 Also
on August 31, 2022, in an effort to conserve cash for operations, the Board approved a reduction in the annual cash retainer payable
to independent members of the Board from $35,000 per year to $26,750 per year, effective as of September 1, 2022. However, effective
January 1, 2023, the annual cash retainer payable to each independent member of the Board was increased back to $35,000.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information regarding the beneficial ownership of our common stock as of May 3, 2024 by (i) each Named
Executive Officer, (ii) each member of our Board, (iii) each person deemed to be the beneficial owner of more than five percent (5%)
of our common stock, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, each person named in
the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as
owned by such person. The address of each person is deemed to be the address of the Company unless otherwise noted.

 Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities.
These rules generally provide that shares of common stock subject to options, warrants or other convertible securities that are currently
exercisable or convertible, or exercisable or convertible within 60 days of May 3, 2024, are deemed to be outstanding and to be beneficially
owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage
ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other
person or group. The percentages are based upon 1,406,348 shares of our common stock outstanding as of May 3, 2024.

 Beneficial
ownership as set forth below is based on our review of our record stockholders list and public ownership reports filed by certain stockholders
of the Company and may not include certain securities held in brokerage accounts or beneficially owned by the stockholders described
below.

 To
our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, as of May 3, 2024,
(a) the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially
owned by them, subject to applicable community property laws; and (b) no person owns more than 5% of our common stock. Unless otherwise
indicated, the address for each of the officers or directors listed in the table below is 2420 Brunello Trace, Lutz, FL 33558. All of
the securities reported below are common stock shares as we do not currently have any other outstanding classes of stock that can be
converted to common shares.

 Name and Address of Beneficial Owner

 Amount and Nature of Beneficial Ownership

 Percentage of Class

 Directors and Named Executive Officers:

 Suren Ajjarapu, Chairman, CEO (1)

 210,103

 14.94
 %

 Prashant Patel, Director, COO, and President (2)

 176,687

 12.56
 %

 Donald G. Fell, Director (3)

 39,663

 2.82
 %

 Michael L. Peterson, Director

 42,159

 3.00
 %

 Jeff Newell, Director

 43,798

 3.11
 %

 Candace Beaumont, Director

 —

 —
 %

 All executive officers, directors and director nominees as a Group (six persons)

 512,410

 36.44
 %

 Greater than 5% Stockholders

 Timothy Alford

 136,441

 9.70
 %

 Annapurna Gundlapalli

 95,000

 6.76
 %

 Nitesh Patel

 87,265

 6.21
 %

 Hudson Global Ventures, LLC (4)

 68,487

 4.87
 %

 *
Less than 1%.

 (1) Includes
(i) 82,643 shares owned directly by Mr. Ajjarapu, (ii) 3,449 shares owned by Mr. Ajjarapu's wife, which Mr. Ajjarapu claims beneficial
ownership of, (iii) 34,844 shares owned by the Surendra Ajjarapu Revocable Trust of 2007, which Mr. Ajjarapu claims beneficial ownership
of, as Trustee, (iv) 89,167 shares owned by the Sandhya Ajjarapu Revocable Trust of 2007, which Mr. Ajjarapu claims beneficial ownership
of, as Trustee, and which shares Mr. Ajjarapu is therefore deemed to beneficially own, and (v) options to purchase 1,111 shares of common
stock granted in 2019, that are exercisable within 60 days of May 3, 2024.

 (2) Includes
(i) 112,242 shares owned directly by Mr. Patel, (ii) 27,778 shares owned by Rina Patel, Mr. Patel's wife, which Mr. Patel claims
beneficial ownership of, (iii) 36,667 shares owned by the Patel Trust; and (iv) options to purchase 1,111 shares of common stock granted
in 2019, that are exercisable within 60 days of May 3, 2024, which Mr. Patel claims beneficial ownership of, as Trustee.

 (3) Includes
2,245 shares of common stock issuable upon the exercise of stock options that are exercisable within 60 days of May 3, 2024.

 (4) Does
not include 137 shares of Series C preferred stock, which are not convertible into common stock within 60 days of May 3, 2024.

 Change
of Control

 The
Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.

 Equity
Compensation Plan Information

 The
following table provides information as of December 31, 2023 with respect to securities that may be issued under our equity compensation
plans.

 Plan Category

 Number of
 securities to be
 issued upon
 exercise of
 outstanding options,
 warrants and rights

 Weighted-average exercise
 price of outstanding options,
 warrants and rights

 Number of securities
 remaining available for
 future issuance under
 equity compensation
 plans (excluding
 securities reflected in
 column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 26,229

 $
 43.04

 123,094

 Equity compensation plans not approved by security holders

 -

 $
 0.00

 -

 Total

 26,229

 $
 43.04

 123,094

 The
equity compensation plans approved by the Company's security holders are the 2014 Equity Incentive Plan ("2014 Stock Plan")
of TRxADE HEALTH, Inc., Delaware corporation, the 2013 Equity Incentive Plan of TRxADE HEALTH, Inc., a Nevada corporation and predecessor
in interest to TRxADE HEALTH, Inc., a Delaware corporation and the Second Amended and Restated 2019 Equity Incentive Plan of the Company.

 2014
Equity Incentive Plan

 A
summary description of the 2014 Stock Plan is below.

 Administration. The
2014 Stock Plan is administered by the Company's Board and the Compensation Committee of the Board.

 Term. The
2014 Stock Plan shall continue in effect for a period of 10 years from its date of adoption. In general, the term of each option granted
shall be no more than ten 10 years from the date of grant, though in certain instances such term may be shorter.

 Eligibility. Employees
and service providers of the Company and its subsidiaries and non-employee directors of the Company are eligible to receive awards under
the 2014 Stock Plan. Awards under the 2014 Stock Plan may include grants of options, stock appreciation rights, restricted stock, restricted
stock units, performance units and performance shares, and awards intended to qualify as performance-based compensation under Section
162(m) of the Internal Revenue Code. Eligibility for any particular award is determined by the Administrator (as defined in the 2014
Stock Plan) and, in the case of certain awards such as incentive stock options, eligibility for receipt of such awards may be limited
by the Internal Revenue Code.

 Plan
Limit. The 2014 Stock Plan had no remaining shares reserved for issuance as of the date of this Form 10-K/A.

 Second
Amended and Restated 2019 Equity Incentive Plan

 On
May 27, 2021, the stockholders of the Company approved and ratified the Company's Second Amended and Restated 2019 Equity Incentive
Plan (the "2019 Plan"). The 2019 Plan provides an opportunity for any employee, officer, director or consultant of the Company,
subject to any limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees
only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) shares in performance of services; or (vi) any
combination of the foregoing. In making such determinations, the Board (or the Compensation Committee) may take into account the nature
of the services rendered by such person, his or her present and potential future contribution to the Company's success, and such
other factors as the Board (or the Compensation Committee) in its discretion shall deem relevant. Incentive stock options granted under
the 2019 Plan are intended to qualify as "incentive stock options" within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). Nonqualified (non-statutory stock options) granted under the 2019 Plan are not intended
to qualify as incentive stock options under the Code.

 The
2019 Plan is intended to secure for the Company the benefits arising from ownership of the Company's common stock by the employees,
officers, directors and consultants of the Company, all of whom are and will be responsible for the Company's future growth. The
2019 Plan is designed to help attract and retain for the Company, qualified personnel for positions of exceptional responsibility, to
reward employees, officers, directors, and consultants for their services to the Company and to motivate such individuals through added
incentives to further contribute to the success of the Company.

 Subject
to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common
stock, or a reorganization or reclassification of the Company's common stock, the maximum aggregate number of shares of common
stock which may be issued pursuant to awards under the 2019 Plan is (i) two million (2,000,000) shares of common stock, and (ii) an annual
increase on April 1st of each calendar year, beginning in 2021 (provided that no increase was approved in 2021 or 2022) and ending in
2029 (each a "Date of Determination"), in each case subject to the approval and determination of the Administrator 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 "Share Limit"), also known as an "evergreen" provision. Notwithstanding the above, no more
than 25 million shares of shares of common stock may be issuable upon exercise of incentive stock options granted under the plan. In
June 2023 our shareholders approved an amendment to the 2019 Plan to increase the number of shares of common stock reserved under the
2019 Plan by 2,000,000 additional shares. The shares reserved under the 2019 Plan (and outstanding awards under the 2019 Plan) were proportionally
reduced to give effect to the 1-for-15 reverse stock split effected by the Company in June 2023. As of the date of this Form 10-K/A,
a total of 123,094 shares of common stock remain available for awards under the 2019 Plan.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Except
as discussed or otherwise disclosed above under " Executive Compensation ", which information is incorporated by reference
where applicable in this " Certain Relationships and Related Transactions, and Director Independence " section, the
following sets forth a summary of all transactions since the beginning of the 2023, or any currently proposed transaction, in which the
Company was to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the
Company's total assets at the fiscal year-end for 2022 and 2023, and in which any related person had or will have a direct or indirect
material interest (other than compensation described above under " Executive Compensation "). We believe the terms obtained
or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms
available or the amounts that would be paid or received, as applicable, in arm's-length transactions.

 Transactions
with Related Persons

 On
April 1, 2023, and July 1, 2023, the Company entered into a relationship with Scietech, LLC ("Scietech") in an independent
contractor agreement to consult on increasing sales on the Integra Pharma Solutions, LLC ("IPS") and Trxade, Inc. platforms.
The agreement was for an annual fee of $400,000 to be split equally between IPS and Trxade, Inc. A 31% investor in Scietech is the spouse
of the interim CFO, Prashant Patel, which qualifies as a related party. The company was chosen because they were the most qualified to
perform the desired qualifications.

 On
September 14, 2023, the Company issued a promissory note to Danam Health, Inc. (the "Danam Note") in the amount of $300,000.
The Company received a deposit of $200,000 on September 14, 2023, and an additional deposit of $100,000 on October 13, 2023. The Danam
Note accrues interest at 0% per annum and is due and payable no later than 30 days after a change in control of borrower, as defined
in the note agreement. As of December 31, 2023, the balance of the Danam Note was $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 million in Lafayette in exchange for up to 2,000,000 shares of
Lafayette's newly created Series A Convertible Preferred Stock, with the second tranche becoming payable only upon Trxade, Inc.'s
receipt of notice that Lafayette has successfully drilled its first oil and gas well and produced at least one hundred (100) barrels
of oil.

 Review
and Approval of Related Party Transactions

 Our
Audit Committee (which is made up of all independent directors) is tasked with reviewing and approving related party transactions. In
reviewing such transactions, the committee will analyze the following factors, in addition to any other factors the committee deems appropriate,
in determining whether to approve a related party transaction:

 (1)

 fairness
 of the terms for the Company (including fairness from a financial point of view);

 (2)

 materiality
 of the transaction;

 (3)

 bids
 / terms for such transaction from unrelated parties;

 (4)

 structure
 of the transaction;

 (5)

 the
 policies, rules and regulations of the U.S. federal and state securities laws;

 (6)

 the
 policies of the committee; and

 (7)

 interests
 of each related party in the transaction.

 The
committee will only approve a related party transaction if the committee determines that the terms of the related party transaction are
beneficial and fair (including fair from a financial point of view) to the Company and are lawful under the laws of the United States.
In the event multiple members of the committee are deemed a related party, the related party transaction will be considered by the disinterested
members of the Board in place of the committee.

 The
committee is prohibited from approving or ratifying any related party transaction whereby the Company directly or indirectly, including
through any subsidiary, extends or maintains credit, arranges for the extension of credit, or renews an extension of credit, in the form
of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company.

 In
addition, our Code of Ethics, which is applicable to all of our employees, officers and directors, requires that all employees, officers
and directors avoid any conflict, or the appearance of a conflict, between an individual's personal interests and our interests.

Independence

 The
Board annually determines the independence of each director and nominee for election as a director, as defined in the listing standards
of Nasdaq and applicable laws. The Board makes these determinations in accordance with Nasdaq's listing standards for the independence
of directors and the SEC's rules.

 In
assessing director independence, the Board considers, among other matters, the nature and extent of any business relationships, including
transactions conducted, between the Company and each director and between the Company and any organization for which one of our directors
is a director or executive officer or with which one of our directors is otherwise affiliated.

 The
Board has affirmatively determined that each of Donald G. Fell, Michael L. Peterson and Jeff Newell are independent. Due to the fact
that Mr. Suren Ajjarapu serves as our Chief Executive Officer and Mr. Prashant Patel serves as our President and interim Chief Financial
officer, such persons are not independent. A majority of the Board is comprised of independent directors.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

 Independent
Registered Public Accounting Firm's Fees

 The
following table sets forth the fees billed by CM3 Advisory, our independent registered public accounting firm, for audit and non-audit
services rendered to us in 2023, commencing from their appointment on September 14, 2023 as our independent registered public accounting
firm. The table also shows the fees billed by MaloneBailey LLP, our former independent registered public accounting firm, for audit and
non-audit services rendered to us in 2022 and through the date of their dismissal on September 13, 2023. These fees are categorized as
audit fees and all other fees.

 Year Ended December 31,

 2023

 2022

 Independent Registered Public Accounting Firm Fees

 Audit fees

 $
 180,691

 $
 98,950

 Audit-related fees

 -

 -

 Tax fees

 -

 -

 All other fees

 $
 9,309

 $
 61,600

 Total fees

 $
 190,000

 $
 160,550

 Audit
Fees. This category includes the aggregate fees and expenses billed for professional services rendered for the audits of
the Company's consolidated financial statements for the fiscal years ended December 31, 2023 and 2022, for reviews of the financial
statements included in the Company's quarterly reports on Form 10-Q during those fiscal years and for services that are normally
provided by the independent registered public accounting firm and affiliates in connection with statutory and regulatory filings or engagements
for the relevant fiscal year.

 Audit-Related
Fees. This category would include the aggregate fees billed for audit-related services by the independent registered public
accounting firm that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported
above under "Audit Fees."

 Tax
Fees. This category would include the aggregate fees billed for professional services rendered by the independent registered
public accounting firm for tax compliance and tax planning.

 All
Other Fees. This category includes the aggregate fees billed for products and services provided by the independent registered
public accounting firm that are not reported above under "Audit Fees," "Audit-Related Fees" or "Tax Fees."
The fees incurred during 2023 relate to the Company's filing of Form S-1.

 Audit
Committee Pre-Approval Policy

 The
Audit Committee is required to pre-approve the audit and (unless the de minimus exception of applicable law permits) non-audit services
performed by the independent registered public accounting firm in order to assure that the provision of such services does not impair
the independent registered public accounting firm's independence. Unless a type of service to be provided by the independent registered
certified public accounting firm has received general pre-approval, it will require specific pre-approval by the Audit Committee. For
the fiscal years ended December 31, 2023 and 2022, all fees associated with the independent registered public accounting firm's
services were pre-approved by the Audit Committee.

 The
Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated
will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its
responsibilities to pre-approve services performed by the independent registered public accounting firm to management.

 PART
IV

 ITEM
 15.

 EXHIBITS,
 FINANCIAL STATEMENTS AND SCHEDULES

 Exhibits

 Incorporated
 by Reference

 Exhibit
 No.

 Description

 Form

 File

 No.

 Exhibit

 Filing

 Date

 Filed/Furnished

 Herewith

 3.1

 Second Amended and Restated Certificate of Incorporation of Trxade Group, Inc.

 S-1

 333-234221

 3.1

 10/15/2019

 3.3

 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (1-for-6 Reverse Stock Split of Common Stock) filed with the Delaware Secretary of State on February 12, 2020, and effective February 13, 2020

 3.1

 2/13/2020

 3.4

 Certificate of Amendment of Certificate of Incorporation (changing name TRxADE HEALTH, INC.)

 3.1

 5/28/2021

 3.5

 Form of Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

 3.1

 6/15/2023

 3.6

 Certificate of Designation of Series B Preferred Stock

 3.1

 06/26/2023

 3.7

 Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock

 3.1

 10/11/2023

 3.8

 Amended and Restated Bylaws of Trxade Group, Inc.

 10-12G/A

 3.1

 7/24/2014

 3.9

 Form of Common Stock Purchase Warrant

 4.2

 10/7/2022

 4.1

 Description of Registered Securities

 4.1

 3/27/2023

 10.1***

 Indemnification Agreement dated February 6, 2019 with Prashant Patel and Suren Ajjarapu

 10.1

 3/22/2019

 10.2***

 Form of Indemnification Agreement entered into between Trxade Group, Inc. and its directors and certain officers

 10-12G

 10.4

 6/11/2014

 10.3***

 Employment Agreement between Trxade, Inc. and Prashant Patel dated May 24, 2013

 10-12G/A

 10.6

 7/24/2014

 10.4***

 First Amendment to Employment Agreement with Mr. Patel

 10.3

 9/1/2022

 10.5***

 Second Amendment to Employment Agreement between Trxade, Inc. and Prashant Patel dated January 17, 2023 and effective September 1, 2022

 10.7

 1/20/2023

 10.6***

 April 14, 2020 Executive Employment Agreement with Suren Ajjarapu

 10.4

 4/16/2020

 10.7***

 First Amendment to Executive Employment Agreement with Suren Ajjarapu dated May 5, 2020

 10.2

 5/7/2020

 10.8***

 Second Amendment to Employment Agreement with Mr. Ajjarapu

 10.3

 9/1/2022

 10.9***

 Third Amendment to Employment Agreement between TRxADE HEALTH, Inc. and Suren Ajjarapu dated January 17, 2023 and effective September 1, 2022

 10.4

 1/20/2023

 10.10***

 2014 Equity Incentive Plan

 10-12G

 10.3

 6/11/2014

 10.11***

 Second Amended and Restated Trxade Group, Inc. 2019 Equity Incentive Plan

 10.1

 5/28/2021

 10.12***

 Form of Stock Option Agreement (April 2020 Grants to Employees) April 14, 2020

 10.2

 4/16/2020

 10.13***

 Form of Restricted Stock Grant Agreement (Independent Directors 2020 Award, 2020 CFO Award and 2020 Legal Counsel) April 14, 2020

 10.3

 4/16/2020

 10.14***

 Restricted Stock Grant Agreement (Mr. Ajjarapu 2020 Performance Bonus)(Updated) May 5, 2020

 10.3

 5/7/2020

 10.15***

 Form of First Amendment to Trxade Group, Inc. 2019 Equity Incentive Plan Restricted Stock Grant Agreement (April 2020 Grants to Employees; Independent Directors 2020 Award, 2020 CFO Award and 2020 Legal Counsel Award)

 10.4

 8/4/2020

 10.16***

 Form of Stock Option Agreement Trxade Group, Inc. Amended and Restated 2019 Equity Incentive Plan

 S-8

 333-246318

 10.6

 8/14/2020

 10.17***

 Form of Restricted Stock Grant Agreement Trxade Group, Inc. Amended and Restated 2019 Equity Incentive Plan

 S-8

 333-246318

 10.7

 8/14/2020

 10.18***

 Form of Trxade Group, Inc. 2019 Equity Incentive Plan Restricted Stock Grant Agreement

 S-8

 333-246318

 10.8

 8/14/2020

 10.19***

 Trxade Group, Inc. Independent Director Compensation Policy adopted April 14, 2020

 10.1

 7/27/2020

 10.20

 Membership Interest Purchase Agreement dated January 20, 2023, by and among Alliance Pharma Solutions, LLC, Wood Sage, LLC, as buyer, and TRxADE HEALTH, Inc., as seller

 10.1

 1/23/2023

 10.21

 Membership Interest Purchase Agreement dated January 20, 2023, by and among Community Specialty Pharmacy, LLC, Wood Sage, LLC, as buyer, and TRxADE HEALTH, Inc., as seller

 10.2

 1/23/2023

 10.22

 Voluntary Withdrawal and Release Agreement effective February 4, 2023, by and between TRxADE HEALTH, INC., SOSRx, LLC and Exchange Health, LLC

 10.1

 2/7/2023

 10.23

 Agreement and Plan of Merger dated as of June 30, 2023, by and among TRxADE Health, Inc., Foods Merger Sub, Inc., and Superlatus Inc.

 2.1

 6/30/2023

 10.24

 Stock Swap Agreement dated June 28, 2023, by and among TRxADE Health, Inc., Suren Ajjarapu and Prashant Patel

 10.1

 6/30/2023

 10.25

 Amended and Restated Agreement and Plan of Merger, dated July 14, 2023 by and between TRxADE Health, Inc. and Superlatus, Inc.

 2.1

 7/14/2023

 10.26

 Form of Lock-Up Agreement

 10.1

 7/31/2023

 10.27

 Form of MEDS Shareholder Registration Rights Agreement for MEDS Rights

 10.2

 7/31/2023

 10.28

 Asset Purchase Agreement, dated August 21, 2023, by and among Superlatus Inc., Perfect Day, Inc., and The Urgent Company, Inc.

 10.1

 8/24/2023

 10.29

 Reserved

 10.30

 Supplier Agreement, dated October 9, 2023, by and among Superlatus PD Holding Company and Rainforest Distribution Corp.

 10.1

 10/13/2023

 10.31

 Amendment No. 1 to the Amended and Restated Agreement and Plan of Merger by and between the Company, Superlatus Inc. and Foods Merger Sub Inc., dated January 8, 2024

 10.1

 1/11/2024

 10.32

 Asset Purchase Agreement between Trxade, Inc., Micro Merchant Systems, Inc. and TRxADE HEALTH Inc. (for the limited purposes identified therein), dated February 16, 2024

 2.1

 2/16/2024

 10.33

 Subscription Agreement, dated February 29, 2024 between Trxade, Inc. and Lafayette Energy Corp.

 10.1

 3/6/2024

 10.34

 Stock Purchase Agreement, dated March 5, 2024 between TRxADE HEALTH Inc. and Superlatus Foods Inc.

 10.2

 3/6/2024

 14.1

 Code of Ethics

 14.1

 3/23/2015

 16.1

 Letter from MaloneBailey, LLP to the Securities and Exchange Commission dated September 14, 2023

 16.1

 9/14/2023

 19.1

 Insider Trading Policy

 19.1

 21.1

 List of Subsidiaries

 21.1

 23.1

 Consent of Independent Registered Accounting Firm

 23.1

 23.2

 Consent of Independent Registered Accounting Firm

 23.2

 31.1

 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 31.1

 31.2

 Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 31.2

 31.3*

 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 X

 31.4*

 Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 X

 32.1

 Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

 32.1

 32.2

 Certification of Principal Accounting Officer Pursuant to Section 906` of the Sarbanes-Oxley Act

 32.2

 97.1*

 Form of Clawback Policy

 X

 101.INS

 X

 101.SCH

 X

 101.CAL

 X

 101.DEF

 X

 101.LAB

 X

 101.PRE

 X

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 ***

 Indicates
 management contract or compensatory plan or arrangement.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 TRxADE
 HEALTH, INC.

 Date:
 May 3, 2024

 /s/

 By:

 Suren
 Ajjarapu, Chief Executive Officer (Principal Executive Officer)

 Date:
 May 3, 2024

 /s/

 By:

 Patel

 (Principal
 Financial and Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 Chairman
 of the Board, Chief Executive Officer and Secretary

 May

 Suren
 Ajjarapu

 (Principal
 Executive Officer)

 /s/

 Director,
 President, Principal Accounting Officer and Chief Operating Officer

 May

 Patel

 /s/
 Donald G. Fell

 May

 Donald
 G. Fell

 /s/
 Jeff Newell

 May

 Jeff
 Newell

 /s/
 Michael L. Peterson

 May

 Michael
 L. Peterson