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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (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

 (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 April 22, 2024, there were 1,406,348 shares of common stock issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the registrant's definitive proxy statement relating to its 2024 annual meeting of stockholders (the "2024 Proxy Statement")
are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2024 Proxy Statement will be filed
with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

 TABLE
OF CONTENTS

 Page

 Glossary

 Cautionary Statement Regarding Forward-Looking Information

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplemental Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 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

 Item
 16.

 Form 10–K Summary

 Signatures

 \

 GLOSSARY

 The
following are abbreviations and definitions of certain terms used in this Report, which are commonly used in the pharmaceutical industry:

 " ACA "
means the Patient Protection and Affordable Care Act, often shortened to the Affordable Care Act, nicknamed Obamacare, which is a U.S.
federal statute which provides numerous rights and protections that make health coverage fairer and easier to understand, along with
subsidies (through " premium tax credits " and " cost-sharing reductions ") to make it more affordable.
The law also expands the Medicaid program to cover more people with low incomes.

 " ADR "
means Authorized Distributor of Record. Under current federal law, an ADR means a distributor with whom a manufacturer has established
an ongoing relationship to distribute such manufacturer's products.

 " CMS "
means the Centers for Medicare & Medicaid Services, which is a federal agency within the HHS that administers the Medicare program
and works in partnership with state governments to administer Medicaid.

 " CSA "
means the Controlled Substances Act, the statute establishing federal U.S. drug policy under which the manufacture, importation, possession,
use, and distribution of certain substances is regulated.

 " DEA "
means the Drug Enforcement Administration, a United States federal law enforcement agency under the United States Department of Justice,
tasked with combating drug trafficking and distribution within the United States.

 " DQSA "
means the Drug Quality and Security Act which is a law that amended the FFDCA to grant the FDA more authority to regulate and monitor
the manufacturing of compounded drugs.

 " FDA "
means U.S. The Food and Drug Administration, which is a federal agency of the United States Department of Health and Human Services.
The FDA is responsible for protecting the public health by ensuring the safety, efficacy, and security of human and veterinary drugs,
biological products, and medical devices; and by ensuring the safety of U.S. food supply, cosmetics, and products that emit radiation.

 " FFDCA "
means the Federal Food, Drug and Cosmetic Act, which is a set of U.S. laws passed by Congress in 1938 giving authority to the FDA to
oversee the safety of food, drugs, medical devices, and cosmetics.

 " Generic
drugs " are copies of brand-name drugs that have exactly the same dosage, intended use, effects, side effects, route of administration,
risks, safety, and strength as the original drug.

 " Health
plan " means health insurance coverage provided by an individual or group that provides or pays the cost of medical care. Health
plans can be provided by public (Medicaid) or private (an employer) entities.

 " HHS ",
the U.S. Department of Health and Human Services also known as the Health Department, is a cabinet-level department of the U.S. federal
government with the goal of protecting the health of all Americans and providing essential human services.

 " HIPAA "
means the Health Insurance Portability and Accountability Act of 1996, which has the goal of making it easier for people to keep health
insurance, protect the confidentiality and security of healthcare information and help the healthcare industry control administrative
costs.

 " Individually
identifiable health information " is defined by HIPPA to mean information that is a subset of health information, including
demographic information collected from an individual, and: (1) is created or received by a health care provider, health plan, employer,
or health care clearinghouse; and (2) relates to the past, present, or future physical or mental health or condition of an individual;
the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual;
and (a) that identifies the individual; or (b) with respect to which there is reasonable basis to believe the information can be used
to identify the individual.

 " Medicaid "
is a federal and state health insurance program in the U.S. that helps with medical costs for some people with limited income and resources.
Medicaid also offers benefits not normally covered by Medicare, including nursing home care and personal care services.

 " Medicare "
is a national health insurance program in the U.S. It primarily provides health insurance for Americans aged 65 and older, but also for
some younger people with disability status as determined by the Social Security Administration, as well as people with end stage renal
disease and amyotrophic lateral sclerosis (ALS or Lou Gehrig's disease).

 " NDC "
means a National Drug Code, a unique 10-digit, 3-segment number. It is a universal product identifier for human drugs in the United States.
The code is present on all non-prescription (OTC) and prescription medication packages and inserts in the U.S. The 3 segments of the
NDC identify the labeler, the product, and the commercial package size.

 " PBM "
means a Pharmacy Benefits Manager. In the United States, a PBM is a third-party administrator of prescription drug programs for commercial
health plans, self-insured employer plans, Medicare Part D plans (prescription drug plans), the Federal Employees Health Benefits Program,
and state government employee plans.

 " PDMA "
means the Prescription Drug Marketing Act of 1987. The PDMA establishes legal safeguards for prescription drug distribution to ensure
safe and effective pharmaceuticals and is designed to discourage the sale of counterfeit, adulterated, misbranded, subpotent, and expired
prescription drugs.

 " Pedigree
tracking laws " mean laws which help ensure the integrity of the U.S. drug supply chain through the use of drug pedigrees, verifiable
written or electronic documents that track each move in a drug's journey from manufacturer to patient.

 " PPE "
means personal protective equipment, which is worn to minimize exposure to hazards that cause serious workplace injuries and illnesses.
When used below, PPE typically refers to protective equipment used by medical personnel, including masks, sanitizers and gloves.

 " Rebates "
these are provided by manufacturers and are typically based on the ability of a payer to move market share for the manufacturer's
product. Rebates are confidential.

 " SNI "
means Serialized Numerical Identifier. Pursuant to FDA requirements, a product's SNI has to include the item's NDC and unique
Serial Number (SN).

 " Wholesaler "
typically, the wholesaler is the first purchaser of a drug product – direct from the manufacturer. Wholesalers buy large quantities
and then resell either direct to provider-purchasers (like a large health system, pharmacy or pharmacy chain), or resell to smaller,
regional distributors for regional or local distribution to retail pharmacies and hospitals.

 CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 This
Annual Report on Form 10-K (this " Report ") 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 Annual Report 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 ", below. Forward-looking statements in this Annual Report 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;

 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;

 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 below under, and incorporated by reference in, "Risk Factors".

 The
forward-looking statements contained in this Annual Report 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 this Annual Report 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 Annual Report 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 this Annual Report.

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 Annual Report 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 Annual Report on information available to us on the date of this Annual Report,
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 Annual Report, 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
I

 ITEM
 1.

 BUSINESS

 INTRODUCTION

 This
information included in this Annual Report on Form 10-K should be read in conjunction with the consolidated financial statements and
related notes in " Item 8. Financial Statements and Supplemental Data " of this Report.

 Please
see the " Glossary " above for a list of abbreviations and definitions used throughout this Report.

 Our
logo and some of our trademarks and tradenames are used in this Report. This Report may also include trademarks, tradenames and service
marks that are the property of others. Solely for convenience, trademarks, tradenames and service marks referred to in this Report may
appear without the, and SM symbols. References to our trademarks, tradenames and service marks are not intended to indicate
in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensors if
any, nor that respective owners to other intellectual property rights will not assert, to the fullest extent under applicable law, their
rights thereto. We do not intend the use or display of other companies' trademarks and trade names to imply a relationship with,
or endorsement or sponsorship of us by, any other companies.

 The
market data and certain other statistical information used throughout this Report are based on independent industry publications, reports
by market research firms or other independent sources that we believe to be reliable sources. Industry publications and third-party research,
surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do
not guarantee the accuracy or completeness of such information. We are responsible for all of the disclosures contained in this Report,
and we believe these industry publications and third-party research, surveys and studies are reliable. While we are not aware of any
misstatements regarding any third-party information presented in this Report, their estimates, in particular, as they relate to projections,
involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those
discussed under the section entitled " Risk Factors " beginning on page 17 of this Report. These and other factors
could cause our future performance to differ materially from our assumptions and estimates. Some market and other data included herein,
as well as the data of competitors as they relate to TRxADE HEALTH, INC., is also based on our good faith estimates.

 Our
fiscal year ends on December 31st. Interim results are presented on a quarterly basis for the quarters ended March 31st, June 30th, and
September 30th, the first quarter, second quarter and third quarter, respectively, with the quarter ending December 31st being referenced
herein as our fourth quarter. "Fiscal 2023" means the Fiscal year ended December 31, 2023, whereas "Fiscal 2022"
means the year ended December 31, 2022.

 Unless
the context requires otherwise, references to the " Company, " " we, " " us, " " our, "
" Trxade ", " Trxade Group " and " TRxADE HEALTH, INC. " refer specifically to TRxADE
HEALTH, INC. and its consolidated subsidiaries.

 In
addition, unless the context otherwise requires and for the purposes of this Report only:

 " Exchange
 Act " refers to the Securities Exchange Act of 1934, as amended;

 " SEC "
 or the " Commission " refers to the United States Securities and Exchange Commission; and

 " Securities
 Act " refers to the Securities Act of 1933, as amended.

 Available
Information

 We
file annual, quarterly, and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC's website at  and are available for download, free of charge, soon
after such reports are filed with or furnished to the SEC, on the " NASDAQ: MEDS," " SEC Filings "
page of our website at www.trxadehealth.com. Copies of documents filed by us with the SEC are also available from us without charge,
upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of
this Report. Our website addresses are www.trxadehealth.com and www.rxintegra.com. Information on our websites is not incorporated
by reference into this Form 10-K. The information on, or that may be accessed through, our websites not incorporated by reference into
this Report and should not be considered a part of this Report.

 CORPORATE
AND ORGANIZATIONAL HISTORY

 Background
of XCEL

 Our
Company was incorporated in Delaware on July 15, 2005, as " Bluebird Exploration Company " (" Bluebird ").
Bluebird was originally formed to engage in the exploitation of mineral properties. In December 2008, Bluebird changed its name to " Xcellink
International, Inc. " (" XCEL "), and subsequently announced that its business plan was being expanded to include
the development and marketing of platform-independent customer-centric payment systems and methodologies. XCEL was unable to raise the
funds necessary to implement its business strategy, and never generated any revenue. On January 9, 2014, Trxade Group, Inc., a then privately
held Nevada corporation, merged with and into XCEL, and XCEL changed its name to " Trxade Group, Inc. " On June 1, 2021,
the Company changed its name from "Trxade Group, Inc" to "TRxADE HEALTH, INC."

 Background
of Trxade

 PharmaCycle
LLC, a Nevada limited liability company (" PharmaCycle "), was formed in August 2010 by Prashant Patel, our President,
to serve as a web-based market platform designed to enable trading among healthcare buyers and sellers of pharmaceuticals, accessories
and services. In January 2013, PharmaCycle converted into a Florida corporation and changed its name to Trxade, Inc. (" Trxade
Florida "). In May 2013, Trxade Florida created a new wholly-owned subsidiary, Trxade Group, Inc., a Nevada corporation (" Trxade
Nevada "). Trxade Nevada acquired Trxade Florida pursuant to a reverse triangular merger, resulting in Trxade Florida becoming
a wholly-owned subsidiary of Trxade Nevada (the " Nevada-Florida Merger "). The sole purpose of the Nevada-Florida Merger
was to provide for a holding company to own Trxade Florida, the operating company. Immediately following the Nevada-Florida Merger, Messrs.
Ajjarapu and Patel collectively owned 99% of Trxade Nevada.

 Reverse
Merger with Trxade

 On
September 26, 2008, Mark Fingarson, the former President, sole Director and controlling shareholder of XCEL, sold 80,000,000 shares of
XCEL (prior to the Merger Reverse Split and Reverse Stock Splits (each discussed and defined below)). On November 22, 2013, Trxade Nevada
acquired Mr. McIntyre's controlling interest of 80,000,000 shares in XCEL pursuant to a Purchase and Sale Agreement dated November
7, 2013. At the time of the sale, XCEL had 104,160,000 shares of common stock issued and outstanding, including the 80,000,000 shares
of stock acquired by Trxade Nevada (prior to the Merger Reverse Split and Reverse Stock Split(s) (each discussed and defined below)).

 On
December 16, 2013, Trxade Nevada and XCEL entered into a definitive merger agreement (the " Merger Agreement ") providing
for the merger (the " Merger ") of Trxade Nevada with and into XCEL, with XCEL continuing as the surviving corporation.
The Merger closed on January 8, 2014. Under the terms of the Merger Agreement, we amended our certificate of incorporation and changed
our name to " Trxade Group, Inc., " and changed our trading symbol to " TRXD ".

 Recapitalization
of Common Stock by a Reverse Split and Increase of Authorized Shares of Stock

 We
also reversed our issued and outstanding stock at the ratio of one for one thousand (1:1,000) shares effective upon the closing of the
Merger (the " Merger Reverse Split "). In connection with the Merger Reverse Split, 104,160,000 outstanding shares of
our common stock, including the 80,000,000 shares held by Trxade Nevada, were exchanged for 104,160 post-Merger Reverse Split shares
of common stock. As a result of the Merger, Trxade Nevada stockholders holding 28,800,000 shares of common stock and 670,000 shares of
Series A Preferred Stock converted their shares on a one-to-one basis into 28,800,000 shares of our common stock and 670,000 shares of
our Series A Preferred Stock, for an aggregate total of 29,470,000 shares. Further, 100,000 shares of our common stock (on a post-Reverse
Split basis and considering the Reverse Stock Split(s) (discussed below)) were issued following the Merger in connection with the conversion
of our promissory notes. The 80,000,000 pre-Merger shares held by Trxade Nevada, which amounted to 13,334 shares (on a post-Reverse Split
basis and taking into account the Reverse Stock Split(s)), reverted to treasury stock of the Company. Except as otherwise disclosed,
the share amounts in the paragraph above have not been adjusted for the Merger Reverse Split or the Reverse Stock Split.

 February
2020 Reverse Stock Split and NASDAQ Capital Market Listing

 In
February 2020, the Company effected a 1-for-6 reverse stock split of the then outstanding common stock in order to allow us to meet the
initial listing criteria of The NASDAQ Capital Market.

 Our
common stock was approved for listing on The NASDAQ Capital Market under the symbol " MEDS ", on February 13, 2020.

 June
2023 Reverse Stock Split.

 In
June 2023 the Company effected a 1-for-15 reverse stock split of its issued and outstanding common stock.

 Subsidiaries

 We
own 100% of Trxade Inc. (a Florida corporation). Trxade Inc. was the subsidiary through which we previously operated a web-based market
platform to enable commerce among healthcare buyers and sellers of pharmaceuticals, accessories and services. On February 16, 2024, we
entered into an asset purchase agreement with Trxade, Inc. and Micro Merchant Systems, Inc. ("MMS"), under which MMS purchased
for cash substantially all of the assets of Trxade, Inc. in a transaction that closed on February 16, 2024.

 We
own 100% of Integra Pharma Solutions, LLC (formerly Pinnacle Tek, Inc., a Florida corporation) founded by Mr. Suren Ajjarapu, our CEO,
in 2011 (" Integra "). Until the end of 2016, Integra served as our technology consultant provider, but we discontinued
that line of business in 2016. Integra now serves as our logistics company for pharmaceutical distribution.

 Former
Subsidiaries

 In
February of 2022 we entered into an agreement with Exchange Health to own 51% of SOSRx, LLC a Delaware limited liability company. In
December of 2022 management determined that the subsidiary did not generate significant revenue and the assets were 100% impaired. In
February of 2023 we voluntarily withdrew from the agreement with Exchange Health.

 We
previously owned 100% of Community Specialty Pharmacy, LLC ("CSP") and Alliance Pharma Solutions, LLC (d.b.a. DelivMeds)
("APS"). Our interests in CSP and APS were sold in September 2023 and have been included in discontinued operations.

 As
of December 31, 2023 we owned 100% of Superlatus, Inc. ("Superlatus"), and its wholly owned subsidiary Sapientia
Technologies, LLC. Superlatus is a diversified food technology company with distribution capabilities and systems to optimize
food security and population health via innovative Consumer Packaged Goods products, agritech, foodtech, plant-based proteins and alt-protein
and includes, Sapientia, a food tech business. In March 2024 we divested our entire interest in Superlatus.

 We previously owned 100% of The
Urgent Company, Inc. ("The Urgent Company" or "TUC"), a retail and distribution provider of prepackaged, prepared foods. We divested our interest in The Urgent Company in connection
with our divestiture of Superlatus.

 BUSINESS
OF TRXADE

 Company
Overview

 We
are a health services IT company focused on digitalizing the retail pharmacy experience by optimizing drug procurement, the prescription
journey and patient engagement in the U.S. and have designed and developed, and now own and operate, a business-to-business web-based
marketplace. Our core service brings the nation's independent pharmacies, accredited national suppliers, and manufacturers of pharmaceuticals
together to provide efficient and transparent buying and selling opportunities.

 We
began operations as Trxade Group, Inc., a Nevada corporation (" Trxade Nevada ") in August of 2010 and spent over two
years creating and enhancing our web-based services. The Company changed its name on June 1, 2021, from "Trxade Group, Inc"
to "TRxADE HEALTH, INC." Our services provided pricing transparency, purchasing capabilities and other value-added services
on a single platform focused on serving the nation's approximately 19,397 independent pharmacies with annual purchasing power of
$67.1 billion (according to the National Community of Pharmacists Association's 2021 Digest). Our national wholesale supply partners
and manufacturers are able to fulfill orders on our platform in real-time and provide pharmacies and wholesale suppliers with cost-saving
payment terms and next-day delivery capabilities in unrestrictive states. We expanded significantly since 2015 and served approximately
14,400+ registered members on our sales platform.

 Our
Principal Products and Services and their Markets

 Trxade.com
 previously operated the Company's web-based pharmaceutical marketplace engaged in promoting and enabling commerce among independent
pharmacies, small chains, hospitals, clinics, and alternate dispensing sites with large pharmaceutical suppliers nationally. That marketplace
had over 60 national and regional pharmaceutical suppliers providing over 120,000 branded and generic drugs, including over-the-counter
drugs (OTCs), and drugs available for purchase by pharmacists. We served approximately 14,400+ registered members, providing access to
Trxade's proprietary pharmaceutical database and data analytics regarding medication pricing. We generated revenue from these services
by charging a transaction fee to the seller of the products for sales conducted via the Trxade platform. The buyers do not bear the cost
of transaction fees for the purchases that they make, nor do they pay a fee to join or register with our platform. In February 2024 we
divested substantially all of our assets related to our web-based pharmaceutical marketplace previously operated through TRxADE, Inc.
Substantially all of our revenues during Fiscal 2023, Fiscal 2022, and Fiscal 2021 were from platform revenue generated on www.rx.trxade.com,
product sales through Integra Pharma Solutions, LLC, and prescription sales through Community Specialty Pharmacy, LLC.

 Status
of current products and services and business plans; Status of former business products and initiatives

 We previously had a number of
products and services focused on the US market in operation and business assets, which are described below. In addition, in 2024 we expect
to explore other strategic transactions and acquisitions as a means to monetize and enhance the Company's current assets and operations,
which transactions may involve effecting acquisitions of new businesses in industries that differ from our legacy operations.

 Integra
Pharma Solutions, LLC. Integra is intended to serve as our logistics company for pharmaceutical distribution. We currently distribute
through our manufacturer and strategic distribution partners prescription medication, medical devices and over the counter medication
to over 1,600 pharmacies and medical clinics across 38 states.

 Trxade
Prime. Trxade Prime previously allowed pharmacy members on the Trxade platform to process, consolidate and ship purchase orders that
are placed directly with Trxade suppliers via the Trxade Prime. This service was provided at no cost, with the goal of offering a single
tool with one low order minimum, one invoice, one package and one delivery from multiple quality wholesalers and distributors. Revenue
had been generated from this service through our Integra subsidiary, which provides the consolidation of the orders.

 Bonum
Health Application. The " Bonum Health app, " previously provided an overall healthcare experience comparable to
a Primary Care practitioner, and an online portal as a personal electronic medical record and scheduling system was available on a subscription
basis, primarily as a stand-alone telehealth software application that can be licensed on a business-to-business (B2B) model to clients
as an employment health benefit for the clients' employees. Revenue was generated from this service through our Bonum subsidiary.

 Bonum+
Business to Business (B2B). Bonum+ previously bundled telehealth, a COVID-19 risk assessment tool and a Personal Protective Equipment
(PPE) purchasing tool, through a secure mobile dashboard for corporate clients. The B2B platform eased pressure on employees who were
required to report any relevant health issues daily, centralizing communication and contact tracing to deliver risk scores. This allowed
employers to monitor employee COVID-19 risk profiles and streamlined the ordering of new PPE as needed. An integrated artificial intelligence
(AI) tool offered health recommendations and connects employees with board certified physicians, as needed. No revenue was generated
from this product.

 SOSRx,
LLC. On February 15, 2022, the Company entered into a relationship with Exchange Health, LLC, a technology company providing an online
platform for manufacturers and suppliers to sell and purchase pharmaceuticals (" Exchange Health "). SOSRx LLC, a Delaware
limited liability company (" SOSRx "), was formed, which is owned 51% by the Company and 49% by Exchange Health. SOSRx
did not generate material revenue and in February of 2023, the Company voluntarily withdrew from the joint venture agreement. The asset
impairment is reflected in the statement of operations for Fiscal 2022 as impairment of intangible asset. Additionally, the Company contributed
a cash investment of $275,000 in February of 2022 when the joint venture was formed. The Company did not recover this investment as part
of the withdrawal settlement.

 Superlatus.
As of December 31, 2023, Superlatus was a wholly owned subsidiary of the Company as a result of a merger transaction that closed in July
2023. Superlatus is a diversified food technology company with distribution capabilities and systems to optimize food security and population
health via innovative Consumer Packaged Goods products, agritech, foodtech, plant-based proteins and alt-protein and includes wholly-owned
subsidiary, Sapientia, Inc., a food tech business. Subsequent to December 31, 2023, the Company divested its entire interest in Superlatus.

 The
Pharmaceutical Industry

 The
pharmaceutical market is comprised primarily of three wholesalers that control an estimated approximately 92% of the market. Our management
believes that this concentration has, over the years, led to a lack of price and cost transparency, thereby resulting in severe limitations
on the purchasing choices of industry participants. These market dynamics have enabled these large wholesalers (McKesson, Cardinal Health
and AmerisourceBergen), known as ADR distributors, to dominate the industry with respect to both generic and brand pharmaceuticals.

 To
fuel this change, insurance companies (Pharmacy Benefits Management (" PBM ") and private health payers) and the federal
government have initiated lower medication reimbursement payments to healthcare providers. We believe that pharmacies face increasing
pressure to source medications as inexpensively as possible and improve operational efficiency. Trxade Health aims to address these pricing
concerns by providing independent, retail pharmacies with exceptional service and pricing on their most commonly used pharmaceuticals
by partnering with strategic manufacturers and other authorized suppliers.

 Competitive
Business Conditions, Our Competitive Position in our Industry, and our Methods of Competition

 We
expect to face competition from large ADR distributors (including McKesson, Cardinal Health and AmerisourceBergen), other pharmaceutical
distributors, buying groups, software products, and other start-up companies. Most of our competitors' operations have substantially
greater financial- and manufacturer-backed resources, longer operating histories, greater name recognition, and more established relationships
in the industry.

 Other
Start-up Companies Which Provide Competitive Services

 There
are currently several smaller regional and national secondary distributors of pharmaceuticals such as (Anda Pharmaceutical, Masters Pharmaceutical
etc)as well as other innovative trading platforms such as PharmaBid, RxCherrypick, PharmSaver, MatchRx and GenericBid, that allow
pharmacies to buy from several suppliers. Integra differentiates itself from these distributors by providing our pharmacies with unique
specialty, brand and generic pharmaceutical products that are in short supply and offered via limited distribution channels.

 Buying
Groups

 Buying
Groups provide discounted prices to their members by negotiating better pricing with one primary wholesaler, while charging administrative
fees generally ranging from 3 to 5 percent. Some Buying Groups are structured like co-operatives (such as Independent Pharmacy Cooperative
(IPC) and American Pharmacy Cooperative, Inc. (APCI)) and offer their members monthly or quarterly rebates. Although they can function
well to bring pricing competition to the industry, they often offer rebates only after the purchase. Management does not believe Buying
Groups will provide long-term savings to customers with this model given the increased transparency and competition in the industry.

 Pharmaceutical
Software

 Some
pharmaceutical software companies compete with us to varying degrees at different levels. SureCost, for example, provides inventory management
software enabling pharmacies to comply with primary supplier contracts. This software is fee-based and requires training.

 Pharmacies
may be reluctant to buy pharmaceuticals on the internet due to the historical negativity and uncertainty with respect to the origin and
purity of drugs purchased off the web. Trxade management believes that as we continue to develop our brand, our customer base, and our
product offerings, we will gain the trust of the market and overcome the negativity associated with purchasing from multiple distributors
outside of their primary vendor agreements.

 One
advantage that we believe we have over our competition is our ability to be flexible and fast moving in adjusting our business model
to address the needs of our customer base.

 Telehealth
Providers

 We
previously anticipated facing competition in the telehealth industry (in connection with Bonum Health) from current and future
health care companies in the telehealth market including, Teladoc Health, Inc., MDLive, Inc., American Well Corporation and Grand Rounds,
Inc., among other smaller industry participants.

 Sources
and Availability of Raw Materials; Principal Suppliers

 Because
we are not a manufacturing company, we do not need any raw materials.

 Dependence
on One or More Major Customers

 As
of the date of this filing, we have approximately 1600 registered members and over 10 pharmaceutical suppliers as customers, with an
estimated market potential of approximately 20,000+ independent pharmacies.

 Intellectual
Property

we believe that our name and brand are protected by applicable state common law trademark laws, we do not currently have any patents,
concessions, licenses, royalty agreements, or franchises.

 We
believe that we have taken all necessary steps to protect our proprietary rights, but no assurance can be given that we will be able
to successfully enforce or protect our rights in the event that they are infringed upon by a third party.

 Need
for Government Approval of Products and Services

 We
are required to hold state pharmaceutical business licenses and to follow applicable state and federal government regulations detailed
herein.

 Effect
of Existing or Probable Government Regulations on the Business

 Federal
Drug Administration Guidelines

 On
April 12, 1988, President Ronald Reagan signed into law the Prescription Drug Marketing Act of 1987 (PDMA), setting the baseline for
wholesale distribution regulations. The final regulations were published in 1999, establishing the minimum wholesale distribution requirements
for state licensure. With the intent to prevent the introduction and retail sale of substandard, ineffective, or counterfeit drugs into
the distribution system, state licensing systems moved to update their standards to match those provided federally as guided under FDA's
Guidelines for State Licensing of Wholesale Prescription Drug Distributors (21 CFR 205). PDMA established minimum federal pedigree requirements
to trace the ownership of prescription drugs through the supply chain. The principal goal of the PDMA was to further secure the nation's
drug supply from counterfeit and substandard prescription drugs. The law establishes two types of distributors: " Authorized
distributor[s] of record " or ADRs; and " Unauthorized distributor[s], " such as wholesalers. The pedigree
requirement was to require each person engaged in the wholesale distribution of a prescription drug in interstate commerce, who is not
the manufacturer or an authorized distributor of record for that drug, to provide a pedigree to the recipient. After meeting resistance
from various stakeholders, the FDA delayed the effective date of the regulations several times, until final implementation in December
2006.

 At
the federal level the implementation of the track and trace legislation which went into effect in 2018, requires the use of pharmaceutical
pedigree to track the movement of pharmaceuticals along the supply chain. The costs of complying with this new legislation may be too
burdensome for many of the smaller suppliers.

 State
Drug Administration Guidelines

 There
are a number of national and state-wide regulations that have an effect on our business. All drug wholesalers must be licensed under
state licensing systems, which must in turn meet the FDA guidelines under State Licensing of Wholesale Prescription Drug Distributors
(21 CFR Part 205). The regulations set forth minimum requirements for prescription drug storage and security as well as for the treatment
of returned, damaged, and outdated prescription drugs. Further, wholesale drug distributors must establish and maintain inventories and
records of all transactions regarding the receipt and distribution of prescription drugs and make these available for inspection and
copying by authorized federal, state, or local law enforcement officials. In most states, wholesale distributor licenses are issued by
the State Boards of Pharmacy and require periodic renewal. Approximately 40 states also require out-of-state wholesalers that distribute
drugs within their borders to be licensed as well.

 On
February 4, 2022, the FDA published a proposed rule to set national standards for the licensing of prescription drug wholesale distributors
and third-party logistics providers. The comment period was open until June 6, 2022. New regulations and requirements for wholesale distributors
and third-party logistics providers could be too burdensome and could impact our registered suppliers on the Trxade platform.

 California,
Florida, Nevada, New Mexico and Indiana define the normal distribution channel to not include the lateral sales of pharmaceuticals between
wholesalers. The Supply Chain Act, part of the Quality Drug Act, which was signed into federal law in December 2013, precludes all states
from restricting, investigating or inspecting the distribution channel and transactional history. Until the federal government provides
guidelines for the new federal law, no state regulation or guideline exists.

 The
warehousing of pharmaceuticals is also restricted and requires additional state licenses. Some licenses require bonds and written exams
and may take some time to approve. Currently, Integra Pharma Solutions, LLC, our wholesale distributor, asks for formal pedigrees from
the ADR wholesalers and provides pedigrees to those entities they sell to in the marketplace. This requirement limits liability and provides
assurance if a recall is warranted that Trxade and its participants will receive value for the commodity.

 Our
national wholesale supply partners are able to fulfill orders on our platform in real-time and provide pharmacies with cost-saving payment
terms and next-day delivery capabilities in unrestrictive states under the Model State Pharmacy Act and Model Rules of the National Association
of Boards of Pharmacy (Model Act).

 Potential
New Regulations; Price Gouging Rules

 In
addition to the above, regulatory mandates in response to certain unexpected events, such as viral outbreaks, could negatively impact
sales. For example, in December 2019 an outbreak of a coronavirus surfaced in China and resulted in governments around the world adopting
restrictions on public gatherings, travel and restrictions on companies' (including our) ability to conduct normal business operations.

 Price
gouging may be an issue in the coming months due to the continued effects of the coronavirus and responses thereto and supply chain issues
associated therewith and separately; as of the date of this Report, 42 states have enacted price gouging laws of one kind or another.
The laws vary from state to state, but one constant throughout is a prohibition to charge "excessive" or "unconscionable"
prices for consumer goods. Some states define "excessive" or "unconscionable" while others define what makes
a prima facie case for price gouging and what constitutes a prima facie defense, shifting the burden of proof to the accuser. In almost
all of the 42 states with price gouging laws on the books, a price is excessive or unconscionable if the price of a good has increased,
in some states by a certain percentage, over the price of the good prior to the onset of the abnormal disruption of the market. Some
states have clearly excepted from the price gouging definition a rise in prices caused by an increase in the merchant's cost of
delivering that good for sale – whether it be increased shipping costs, gasoline prices or simply the cost of the good itself.
Other states have less defined exceptions – Virginia for example only treats the fact of increased input costs as a merchant's
prima facie defense to an accusation of price gouging. Several states except from the price gouging definition prices that do not exceed
a normal margin (i.e., the merchant's margin immediately prior to the market disruption) PLUS 10%. In general, while the law may
not specifically define what constitutes an "unconscionably excessive price," the statutes typically provide that a price
may be "unconscionably excessive" if: the amount charged represents a "gross disparity" from the price such goods
or services were sold or offered for sale immediately prior to the onset of the abnormal disruption of the market. Merchants may provide
evidence that justifies their higher prices were justified by increased costs beyond their control. We will need to comply with the excessive
price statutes; as of the date of this Report, we believe we were in compliance with all 42 states' price gouging laws.

 U.S.
Federal and State Fraud and Abuse Laws

 Federal
Anti-Kickback Statute

 We
are also subject to the federal Anti-Kickback Statute. The Anti-Kickback Statute is broadly worded and prohibits the knowing and willful
offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (i) the referral of a person covered
by Medicare, Medicaid or other governmental programs, (ii) the furnishing or arranging for the furnishing of items or services reimbursable
under Medicare, Medicaid or other governmental programs or (iii) the purchasing, leasing or ordering or arranging or recommending purchasing,
leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other governmental programs. In addition, a person
or entity does not need to have actual knowledge of this statute or specific intent to violate it to have committed a violation. Moreover,
the government may assert that a claim including items or services resulting from a violation of the Anti-Kickback Statute constitutes
a false or fraudulent claim for purposes of the False Claims Act, as discussed below. Violations of the Anti-Kickback Statute can result
in exclusion from Medicare, Medicaid or other governmental programs as well as civil and criminal penalties and fines. Imposition of
any of these remedies could have a material adverse effect on our business, financial condition and results of operations.

 Federal
False Claims Act & HIPAA

 The
federal False Claims Act provides, in part, that the federal government may bring a lawsuit against any person whom it believes has knowingly
presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or who has made a false
statement or used a false record to get a claim approved. In addition, amendments in 1986 to the federal False Claims Act have made it
easier for private parties to bring "qui tam" whistleblower lawsuits against companies under the federal False Claims Act.
Penalties include significant civil monetary penalties for each false claim, plus three times the amount of damages that the federal
government sustained because of the act of that person. Qui tam actions have increased significantly in recent years, causing greater
numbers of healthcare companies to have to defend a false claim action, pay fines, be excluded from Medicare, Medicaid or other federal
or state healthcare programs, or be subject to integrity oversight and reporting obligations to resolve allegations of non-compliance,
as a result of an investigation arising out of such action.

 There
are other federal anti-fraud laws that that prohibit, among other actions, knowingly and willfully executing, or attempting to execute,
a scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully embezzling or stealing
from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully
falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection
with the delivery of or payment for healthcare benefits, items or services.

 Additionally,
HIPAA established two federal crimes for healthcare fraud and false statements relating to healthcare matters. The healthcare fraud statute
prohibits knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private payors. The false statements
statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious
or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. A violation of either
of these statutes is a felony and may result in fines, imprisonment, exclusion from Medicare, Medicaid or other federal or state healthcare
programs, or integrity oversight and reporting obligations to resolve allegations of non-compliance.

 State
Fraud and Abuse Laws

 Several
states in which we operate have also adopted similar fraud and abuse laws as described above. The scope of these laws and the interpretations
of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. Some state
fraud and abuse laws apply to items or services reimbursed by any payor, including patients and commercial insurers, not just those reimbursed
by a federally funded healthcare program. A determination of liability under such state fraud and abuse laws could result in fines and
penalties and restrictions on our ability to operate in these jurisdictions.

 Other
Healthcare Laws

 The
federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and
Clinical Health Act, or HITECH, and their implementing regulations, which we collectively refer to as HIPAA, established several separate
criminal penalties for making false or fraudulent claims to insurance companies and other non-governmental payors of healthcare services.
Under HIPAA, these two additional federal crimes are: "Healthcare Fraud" and "False Statements Relating to Healthcare
Matters." The Healthcare Fraud statute prohibits knowingly and recklessly executing a scheme or artifice to defraud any healthcare
benefit program, including private payors. A violation of this statute is a felony and may result in fines, imprisonment or exclusion
from government sponsored programs. The False Statements Relating to Healthcare Matters statute prohibits knowingly and willfully falsifying,
concealing or covering up a material fact by any trick, scheme or device or making any materially false, fictitious or fraudulent statement
in connection with the delivery of or payment for healthcare benefits, items or services. These provisions are intended to punish some
of the same conduct in the submission of claims to private payors as the federal False Claims Act covers in connection with governmental
health programs.

 In
addition, the Civil Monetary Penalties Law imposes civil administrative sanctions for, among other violations, inappropriate billing
of services to federally funded healthcare programs and employing or contracting with individuals or entities who are excluded from participation
in federally funded healthcare programs. Moreover, a person who offers or transfers to a Medicare or Medicaid beneficiary any remuneration,
including waivers of copayments and deductible amounts (or any part thereof), that the person knows or should know is likely to influence
the beneficiary's selection of a particular provider, practitioner or supplier of Medicare or Medicaid payable items or services
may be liable for civil monetary penalties for each wrongful act. Moreover, in certain cases, providers who routinely waive copayments
and deductibles for Medicare and Medicaid beneficiaries can also be held liable under the Anti-Kickback Statute and civil False Claims
Act, which can impose additional penalties associated with the wrongful act. One of the statutory exceptions to the prohibition is non-routine,
unadvertised waivers of copayments or deductible amounts based on individualized determinations of financial need or exhaustion of reasonable
collection efforts. Although this prohibition applies only to federal healthcare program beneficiaries, the routine waivers of copayments
and deductibles offered to patients covered by commercial payers may implicate applicable state laws related to, among other things,
unlawful schemes to defraud, excessive fees for services, tortious interference with patient contracts and statutory or common law fraud.

 Status
as a Public Company

 We
are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business
Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding
a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the
prices of our securities may be more volatile.

 In
addition, Section 107 of the JOBS Act also provides that an " emerging growth company " can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an " emerging growth company " can delay the adoption of certain accounting standards until those standards would
otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

 We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in
which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates
equals or exceeds $700 million as of the last business day of the preceding second fiscal quarter, and (2) the date on which we have
issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

 Additionally,
we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates exceeds $250 million as of the last business day of that year's second fiscal quarter, or (2) our annual
revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals
or exceeds $700 million as of the last business day of that year's second fiscal quarter.

 Research
and Development

 Currently
we do not have any product research and development efforts underway. In future we may opt to engage in further development of our logistics
model depending on customer feedback.

 Employees

 Currently,
we have approximately 8 full-time employees. We are not a party to any collective bargaining agreements and have not experienced any
strikes or work stoppages. We consider our relations with our employees and consultants to be satisfactory.

 Seasonality

 Our
business is not directly affected by seasonal fluctuations but is affected indirectly by the fall and winter flu season, to the extent
it leads to an increased demand for certain generic pharmaceuticals.

 ITEM
 1A.

 RISK
 FACTORS

 Summary
Risk Factors

 Our
business is subject to numerous risks and uncertainties, many of which are beyond our control, including those highlighted in the section
titled "Risk Factors" immediately following this summary. These risks include, among others, the following:

 We
 are currently unprofitable, have generated net losses, and we may incur losses in the future;

 We
 may need additional financing in the future, which may not be available on favorable terms, if at all;

 We
 may not be able to manage our future growth;

 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;

 Many
 of our competitors are better established and have resources significantly greater than ours;

 We
 face risks associated with our operations within the pharmaceutical distribution market;

 We
 are dependent on our current management;

 We
 rely on third party contracts, which may not be renewed or may be terminated;

 We
 may in the future face difficulties in sourcing products and inventory due to a variety of causes;

 We
 have in the past, and may in the future, not be able to sell our inventory, at or above the price we acquired such inventory for,
 have in the past, and may in the future, be forced to write-down inventory and certain of our other assets which may have a material
 adverse effect on our balance sheet;

 We
 have in the past, and may in the future, not receive products or receive refunds for deposited amounts and have experienced losses
 in connection with such deposits;

 We
 may be subject to claims that we violated intellectual property rights of others, which are extremely costly to defend and could
 require us to pay significant damages and limit our ability to operate;

 Our
 business and operations depend on the proper functioning of information systems, critical facilities and distribution networks and
 a disruption, cyber-attack, failure or destruction of such networks, systems, or technologies may disrupt our business or result
 in liability;

 There
 may be losses or unauthorized access to or releases of confidential information, including personally identifiable information, that
 could subject the Company to significant reputational, financial, legal and operational consequences;

 We
 face numerous risks, including risks associated with legal challenges, relationships with third parties and affiliated professionals,
 competition for services; new technologies, failure to develop widespread brand awareness and regulatory risks from the Office of
 Inspector General, U.S. Department of Health and Human Services (OIG) and the United States Department of Justice (DOJ) and state
 regulators around pharmaceutical distribution now and in the future.

 Our
 certificate of incorporation limits the liability of our officers and directors and provides for indemnification rights, mandatory
 forum selection provisions and limits the ability of stockholders to call special meetings of stockholders;

 We
 incur significant costs to ensure compliance with U.S. and NASDAQ Capital Market reporting and corporate governance requirements;

 At
 various times we have not been in compliance with NASDAQ's continued listing requirements, and may not be able to maintain
 the listing of our common stock on the NASDAQ Capital Market;

 changes that affect our distribution channels could harm our business;

 Healthcare
 fraud laws are often vague and uncertain, exposing us to potential liability;

 New
 and expanded laws or regulations could have a material adverse effect on our business operations, cash flows or future prospects;

 The
 public health crisis involving the abuse of prescription opioid pain medication could have a material negative effect on our business
 operations and timely reporting to new state regulations.

 Consolidation
 in the U.S. healthcare industry may negatively impact our results of operations;

 We
 have identified material weaknesses in our internal control over financial reporting and controls and procedures;

 There
 may not be sufficient liquidity in the market for our securities in order for investors to sell their shares. The market price of
 our common stock may continue to be volatile;

 Stockholders
 may experience dilution to future equity sales, the exercise or conversion of outstanding convertible securities or future transactions;

 Our
 results of operations are subject to rising inflation, rising interest rates, governmental responses thereto and possible recessions
 caused thereby;

 Our
 Chief Executive Officer and President are our two largest stockholders and, as a result, they can exert significant control over
 us and have actual or potential interests that may differ from yours;

 Cyber
 security attacks and website problems;

 There
 is substantial doubt regarding our ability to continue as a going concern; and

 Claims,
 litigation, government investigations, and other proceedings that may adversely affect our business and results of operations.

 Risk
Factors

 You
should be aware that there are substantial risks for an investment in our common stock. You should carefully consider these risk factors
before you decide to invest in our common stock. The reader should not consider this list to be
a complete statement of all risks and uncertainties.

 If
any of the following risks were to occur, such as our business, financial condition, results of operations or other prospects, any of
these could materially affect our likelihood of success. If that happens, the market price of our common stock, if any, could decline,
and prospective investors would lose all or part of their investment in our common stock.

 Risks
Related to Our Liquidity and Business Operations and Plans

 Our
business, financial condition and results of operations are subject to various risks and uncertainties, including those described below.
This section discusses factors that, individually or in aggregate, could cause our actual results to differ materially from expected
and historical results. Our business, financial condition or results of operations could be materially adversely affected by any of these
risks. It is not possible to predict or identify all such factors. Consequently, the following description of Risk Factors is not a complete
discussion of all potential risks or uncertainties applicable to our business.

 We
were recently unprofitable, we have recently generated net losses, and we may incur losses in the future.

 Revenues
generated from our consolidated operations for the years ended December 31, 2023 and 2022 were $8,272,214 and $10,250,168, respectively.

 We
incurred a net loss of $13,720,546 for during the year ended December 31, 2023, compared to a net loss of $2,403,442 for the year ended December 31, 2022. We may incur other losses in
the foreseeable future due to the significant costs associated with our business operations, including costs associated with maintaining
industry regulatory and licensure compliance. We also incur significant compliance costs associated with maintaining SEC regulatory and
financial reporting requirements; as well as costs to maintain minimum listing requirements of Nasdaq. We cannot assure you that our
operations will annually generate sufficient revenues to fund our continuing operations or to fully implement our business plan, and
thereafter sustain profitability in any future period.

 The
likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered
in connection with the start and growth of a business, the implementation and execution of our business plan, and the regulatory environment
affecting the distribution of pharmaceuticals in which we operate.

 We
need additional capital which may not be available on commercially acceptable terms, if at all, which creates substantial doubt about
our ability to continue as a going concern.

 Our
historical financial statements have been prepared under the assumption that we will continue as a going concern. As of December 31,
2023, the Company had an accumulated deficit of $33,245,940. We have limited financial resources, as of December 31, 2023, we had a
working capital deficit of approximately $8,803,000 and a cash balance of approximately $152,000. We will need to raise additional
capital or secure debt funding to support on-going operations. The sources of this capital are expected to be the sale of equity and
debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing
stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future
revenues, our financial position, and liquidity. These matters, when considered in the aggregate, raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable period of time, which is defined as within one year after
the date that our condensed financial statements are issued. The financial statements incorporated by reference herein do not
contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of
liabilities that might result from the outcome of this uncertainty. The doubt regarding our potential ability to continue as a going
concern may adversely affect our ability to obtain new financing on reasonable terms or at all. Additionally, if we are unable to
continue as a going concern, our stockholders may lose some or all of their investment in the Company.

 Additional
financing may not be available to us when needed or, if available, it may not be obtained on commercially reasonable terms. If we are
not able to obtain the necessary additional financing on a timely or commercially reasonable basis, we will be forced to delay or scale
down some or all of our development activities (or perhaps even cease the operation of our business). Our access to additional capital
may be negatively affected by future recessions, downturns in the economy or the markets as a whole, or inflation.

 If
we do not obtain additional financing, our business, prospects, financial condition and results of operations will be adversely affected.

anticipates that we will require additional working capital in the future to pursue continued development of products, services, and
marketing operations. We cannot accurately predict the timing and amount of such capital requirements. Additional financing may not be
available to us when needed or, if available, it may not be obtained on commercially reasonable terms. If we are not able to obtain the
necessary additional financing on a timely or commercially reasonable basis, we will be forced to delay or scale down some or all of
our development activities (or perhaps even cease the operation of our business). Our access to additional capital may be negatively
affected by future recessions, downturns in the economy or the markets as a whole, or inflation.

 We
have no commitments for any additional financing, and such commitments may not be obtained on favorable terms, if at all. Any additional
equity financing will be dilutive to our stockholders, and debt financing, if available, may involve restrictive covenants with respect
to dividends, raising future capital, and other financial and operational matters. If we are unable to obtain additional financing as
needed, we may be required to reduce the scope of our operations or our anticipated expansion, which could have a material adverse effect
on us.

 We
have attempted to expand, and may further explore, the expansion of our business beyond our legacy healthcare and pharmacy focused business
model, and those efforts may not prove successful.

 We
expect to attempt to broaden our current assets and operations through additional business combinations and acquisition transactions.
Certain of these transactions may involve companies involved in industries that are outside and different from our legacy operations,
which focused on the healthcare and pharmaceutical industries. For example, during the year ended December 31, 2023 we acquired Superlatus a diversified food technology
company. These transactions, if successful, may result in a change of the Company's focus, a change in the composition of its management,
and otherwise result in the Company entering new businesses in which it does not have substantial prior experience. As a result, these
transactions may not prove successful or may result potential negative effects that prevent us from realizing the benefits of such transaction
and, in turn, have a material adverse impact on our stock price, financial condition, results of operations and liquidity.

 It
is likely that any efforts we may make to acquire a business will result in substantial additional dilution to our stockholders.

 Our
existing resources will likely be insufficient to support business operations for a significant period of time. Furthermore, with any
business combination or acquisition in which we engage, we will likely issue shares of our common stock rather than paying cash for the
business. Moreover, if we raise capital for any operations in the future or issue stock for a business combination or acquisition, such
action will require the issuance of equity or debt securities which will likely result in substantial dilution to our existing stockholders.
Although we will attempt to minimize the dilutive impact of any future business acquisition or capital-raising activities, we cannot
offer any assurance that we will be able to do so.

 Our
acquisitions and investments in new businesses and new products, services, and technologies is inherently risky, and could disrupt our
ongoing businesses.

 We
have invested and expect to continue to invest in new businesses, products, services, and technologies. Such endeavors may involve significant
risks and uncertainties, including insufficient revenues from such investments to offset any new liabilities assumed and expenses associated
with these new investments, inadequate return of capital on our investments, distraction of management from current operations, and unidentified
issues not discovered in our due diligence of such strategies and offerings that could cause us to fail to realize the anticipated benefits
of such investments and incur unanticipated liabilities. Because these new ventures are inherently risky, no assurance can be given that
such strategies and offerings will be successful and will not adversely affect our reputation, financial condition, and operating results.
To date we have taken losses and/or write-downs on several businesses, products, services, and technologies. For example:

 a)

 We
 had $725,973 of loss on impairment of goodwill for the fiscal year ended December 31, 2020, in connection with the acquisition of
 Community Specialty Pharmacy, LLC;

 b)

 We
 designed and invested resources into the "Bonum Health Hub", a self-enclosed, free standing virtual examination room,
 which was launched by the Company's wholly-owned Bonum Health, LLC, in November 2019 and was expected to be operational in
 April 2020; however, the Company does not anticipate installations moving forward, and took a write off of the hubs purchased at
 June 30, 2021 in the amount of $143,891, which was included under loss on inventory investments in the statement of operations for
 the year ended December 31, 2021;

 c)

 We
 also used resources and funding to create a Health Passport application during 2020 and 2021, which was planned to store a user's
 health and vaccination status and allow confirmation thereof via a QR code; however, we did not generate any revenue from this product
 and the product was discontinued at the end of December 2021;

 d)

 We
 had $792,500 of loss on impairment of intangible assets related to our investment in the joint venture SOSRx, LLC formed in February
 of 2022. The subsidiary did not generate material revenue and in February of 2023 the Company voluntarily withdrew from the joint
 venture agreement. The asset impairment is reflected in the statement of operations for the year ended December 31, 2022 as impairment of intangible
 asset. Additionally, the Company contributed a cash investment of $275,000 in February of 2022 when the joint venture was formed,
 the Company did not recover this investment as part of the withdrawal settlement;

 e)

 We
 recorded a loss of $875,250 in connection with CSP Test Kits purchased for our Community Specialty Pharmacy that were later deemed
 inappropriate for distribution by the FDA. The inventory was written down and was recorded as loss on inventory investment in the
 statement of operations during the year ended December 31, 2022; and

 d)

 During the year ended December 31,
 2023 we acquired Superlatus through a merger transaction, however, due to various complications with the post-closing integration
 we elected to divest Superlatus in March 2024.

 The
use of resources for new businesses and new products, services, and technologies, to the extent such new businesses and new products,
services, and technologies do not generate revenues or profits may take management's focus and time away from more profitable endeavors,
may require the Company to take significant write-downs or write-offs, may take funding away from the Company's other operations
or growth opportunities, which may ultimately be more profitable, and may have a material adverse effect on the Company's cash
flows, liquidity and revenues, any or all of which may cause the value of the Company's securities to decline in value or become
worthless.

 Failure
to adequately manage our planned aggressive growth strategy may harm our business or increase our risk of failure.

 For
the foreseeable future, we intend to pursue an aggressive growth strategy for the expansion of our operations through increased product
development and marketing (or acquisitions of business operations and assets outside of our legacy operations). Our ability to rapidly
expand our operations will depend upon many factors, including our ability to work in a regulated environment, market value-added products
effectively to independent pharmacies, establish and maintain strategic relationships with suppliers, and obtain adequate capital resources
on acceptable terms. Any restrictions on our ability to expand may have a materially adverse effect on our business, results of operations,
and financial condition. Accordingly, we may be unable to achieve our targets for sales growth, and our operations may not be successful
or achieve anticipated operating results.

 Additionally,
our growth may place a significant strain on our managerial, administrative, operational, and financial resources and our infrastructure.
Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us
to, among other things:

 implement
 additional management information systems;

 further
 develop our operating, administrative, legal, financial, and accounting systems and controls;

 hire
 additional personnel;

 develop
 additional levels of management within our company;

 locate
 additional office space;

 maintain
 close coordination among our engineering, operations, legal, finance, sales and marketing, and client service and support organizations;
 and

 manage
 our expanding international operations.

 As
a result, we may lack the resources to deploy our services on a timely and cost-effective basis. Failure to accomplish any of these requirements
could impair our ability to deliver services in a timely fashion or attract and retain new customers.

 Future
business combinations and acquisition transactions, if any, as well as recently closed business combinations and acquisition transactions,
may not succeed in generating the intended benefits and may adversely affect our business.

 Part
of our growth strategy is to evaluate strategic acquisitions or relationships from time to time. The inability of our management to successfully
integrate acquired businesses, assets or technologies, and any related diversion of management's attention, could have a material
adverse effect on our business, operating results and financial condition. Business combinations and other acquisition transactions may
have a direct adverse effect on our financial condition, results of operations, liquidity or stock price. To complete acquisitions or
other business combinations, we may have to use cash, issue new equity securities with dilutive effects on existing stockholders, take
on new debt, assume contingent liabilities or amortize assets or expenses in a manner that might have a material adverse effect on our
balance sheet, results of operations or liquidity. These and other potential negative effects of an acquisition transaction could prevent
us from realizing the benefits of such transaction and have a material adverse impact on our stock price, financial condition, results
of operations and liquidity.

 If
we do not successfully implement any acquisition strategies, our operating results and prospects could be harmed.

 We
face competition within our industry for acquisitions of businesses, technologies and assets, and, in the future, such competition may
become more intense. As such, even if we are able to identify an acquisition that we would like to consummate, we may not be able to
complete the acquisition on commercially reasonable terms or at all because of such competition. Furthermore, if we enter into negotiations
that are not ultimately consummated, those negotiations could result in diversion of management time and significant out-of-pocket costs.
Even if we are able to complete such acquisitions, we may additionally expend significant amounts of cash or incur substantial debt to
finance them, which indebtedness could result in restrictions on our business and use of available cash. In addition, we may finance
or otherwise complete acquisitions by issuing equity or convertible debt securities, which could result in dilution of our existing stockholders.
If we fail to evaluate and execute acquisitions successfully, we may not be able to realize their benefits. If we are unable to successfully
address any of these risks, our business, financial condition or operating results could be harmed.

 If
we make any acquisitions, they may disrupt or have a negative impact on our business.

 If
we make acquisitions in the future, funding permitting, which may not be available on favorable terms, if at all, we could have difficulty
integrating the acquired company's assets, personnel and operations with our own. We do not anticipate that any acquisitions or
mergers we may enter into in the future would result in a change of control of the Company. In addition, the key personnel of the acquired
business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether
we are successful in acquiring, the negotiations could disrupt our ongoing business, distract our management and employees and increase
our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without
limitation, the following:

 the
 difficulty of integrating acquired products, services or operations;

 the
 potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies;

 difficulties
 in maintaining uniform standards, controls, procedures and policies;

 the
 potential impairment of relationships with employees and customers as a result of any integration of new management personnel;

 the
 potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products
 to new and existing customers;

 the
 effect of any government regulations which relate to the business acquired;

 potential
 unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition
 or modify the marketing and sales of acquired products or operations, or the defense of any litigation, whether or not successful,
 resulting from actions of the acquired company prior to our acquisition; and

 potential
 expenses under the labor, environmental and other laws of various jurisdictions.

 Our
business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems
encountered in connection with an acquisition, many of which cannot be presently identified. These risks and problems could disrupt our
ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations.

 If
we do not maintain a current and effective prospectus relating to the common stock issuable upon exercise of the Private Placement Warrants,
holders may exercise such Private Placement Warrants on a "cashless basis."

 On
October 4, 2022 the Company entered into a securities purchase agreement (the " Purchase Agreement ") with a certain
institutional investor. The Purchase Agreement provided for the sale and issuance by the Company of an aggregate of: (i) 61,334 shares
of the Company's common stock, (ii) pre-funded warrants (the " Pre-Funded Warrants ") to purchase up to 40,116
shares of common stock and (iii) warrants (the " Private Placement Warrants "") to purchase up to 177,537 shares
of common stock.

 If
we do not maintain a current and effective prospectus relating to the shares of common stock issuable upon exercise of the Private Placement
Warrants at the time that holders wish to exercise such warrants, they will be able to exercise them on a "cashless basis".
As a result, the number of shares of common stock that holders will receive upon exercise of the Private Placement Warrants will be fewer
than it would have been had such holders exercised their Private Placement Warrants for cash. Pursuant to the terms of the Purchase Agreement,
we filed a registration statement to register the shares of common stock issuable upon the exercise of the Private Placement Warrants
(the "Private Placement Warrant Shares"). We have agreed to keep such registration statement effective at all times until
the investor holds no Private Placement Warrants or Private Placement Warrant Shares issuable upon exercise thereof. However, we cannot
assure you that we will be able to do so. If the Private Placement Warrants are exercised on a "cashless" basis, we will
not receive any consideration from such exercises.

 Provisions
of the Private Placement Warrants and our outstanding Series C Preferred Stock could discourage an acquisition of us by a third party.

 Certain
provisions of the Private Placement Warrants and our outstanding Series C Preferred Stock could make it more difficult or expensive for
a third party to acquire us. The securities prohibit us from engaging in certain transactions constituting "fundamental transactions"
unless, among other things, the surviving entity assumes our obligations under the Private Placement Warrants and the Series C Preferred
Stock. Further, the Private Placement Warrants provide that, in the event of certain transactions constituting "fundamental transactions,"
with some exception, holders of such warrants will have the right, at their option, to require us to repurchase such warrants at a price
described in such warrants. These and other provisions of the Private Placement Warrants could prevent or deter a third party from acquiring
us even where the acquisition could be beneficial to you.

 The
Private Placement Warrants have certain anti-dilutive rights.

 The
Private Placement Warrants include full ratchet anti-dilutive rights in the event any shares of common stock or other equity or
equity equivalent securities payable in common stock are granted, issued or sold (or the Company enters into any agreement to grant,
issue or sell), or in accordance with the terms of the warrant agreement evidencing the Private Placement Warrants, are deemed to
have granted, issued or sold, in each case, at a price less than the exercise price, which automatically decreases the exercise
price of the Warrants upon the occurrence of such event, as described in greater detail in the warrant agreement, subject to a
defined minimum exercise price. Such anti-dilution rights, if triggered, could result in a significant decrease
in the exercise price of the Private Placement Warrants, which could result in significant dilution to existing
shareholders.

 The
Private Placement Warrants are accounted for as liabilities and the changes in value of such Private Placement Warrants may have a material
effect on our financial results.

 Private
Placement Warrants, with certain terms as included in the Purchase Agreement should be accounted for as liability instruments. As a result,
the Company recorded warrant liability on the balance sheet as of December 31, 2022. Under the liability accounting treatment, the Company
is required to measure the fair value of these instruments at the end of each reporting period and recognize changes in the fair value
from the prior period in the Company's operating results for the current period. As a result of the recurring fair value measurement,
our financial statements and results of operations may fluctuate quarterly based on factors which are outside our control. In the event
the Private Placement Warrants are required to be accounted for under liability accounting treatment, we will recognize noncash gains
or losses due to the quarterly fair valuation of these warrants which could be material. The impact of changes in fair value on our earnings
may have an adverse effect on the market price of our common stock and/or our stockholders' equity, which may make it harder for
us to, or prevent us from, meeting the continued listing standards of The Nasdaq Capital Market.

 The
issuance and sale of common stock upon exercise of the Private Placement Warrants may cause substantial dilution to existing stockholders
and may also depress the market price of our common stock.

 The
Private Placement Warrants are exercisable for up to 177,537 shares of common stock, provided that the Private Placement Warrants contain
a provision limiting each holder's ability to exercise the warrants if such exercise would cause the holder's (or any affiliate
of any such holder) holdings in the Company to exceed 4.99% of the Company's issued and outstanding shares of common stock (which
may be increased or decreased with 61 days prior written notice from the holder, to up to 9.99% of the Company's issued and outstanding
shares of common stock). The ownership limitation does not prevent such holder from exercising some of the warrants, selling those shares,
and then exercising the rest of the warrants, while still staying below the 4.99% limit. In this way, the holder of the warrants could
sell more than this limit while never actually holding more shares than this limit allows. If the holder of the warrants chooses to do
this, it will cause substantial dilution to the then holders of our common stock.

 If
exercises of the warrants and sales of such shares issuable upon exercise thereof take place, the price of our common stock may decline.
In addition, the common stock issuable upon exercise of the warrants may represent overhang that may also adversely affect the market
price of our common stock. Overhang occurs when there is a greater supply of a company's stock in the market than there is demand
for that stock. When this happens the price of the company's stock will decrease, and any additional shares which shareholders
attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares
sold by the warrant holders, then the value of our common stock will likely decrease.

 Our
business is subject to rigorous regulatory and licensing requirements.

 As
described in greater detail in " Item 1. Business ", above, our business is highly regulated in the United States, at
both the federal and state level, and in foreign countries. If we fail to comply with regulatory requirements, or if allegations are
made that we fail to comply, our results of operations and financial condition could be adversely affected.

 To
lawfully operate our businesses, we are required to obtain, and hold permits, product registrations, licenses and other regulatory approvals
from, and to comply with operating and security standards of, numerous governmental bodies.. Failure to maintain or renew necessary permits,
product registrations, licenses or approvals, or to comply with required standards, could have an adverse effect on our results of operations
and financial condition. We are also required to comply with various state pricing gouging laws. Products that we source and distribute
must also comply with regulatory requirements.

 Noncompliance
or concerns over noncompliance may result in suspension of our ability to distribute or import products, product bans, recalls or seizures,
or criminal or civil sanctions, which, in turn, could result in product liability claims and lawsuits, including class actions.

 Many
of our competitors are better established and have resources significantly greater than we have, which may make it difficult to fend
off competition.

 We
expect to compete with large ADR distributors (such as McKesson, Cardinal Health and AmerisourceBergen), in addition to other pharmaceutical
distributors, buying groups, software products, and various start-up drug companies. Many of these companies have substantially greater
financial and manufacturer-backed resources, longer operating histories, greater name recognition and more established relationships
in the industry than us. In addition, a number of these competitors may combine or form strategic partnerships. As a result, our competitors
may establish a more favorable footing in the pharmaceutical industry with respect to pricing or other factors. Our failure to compete
successfully with any of these companies would have a material adverse effect on our business and the trading price of our common stock.

 The
three distributors listed above have a strong control over our industry, as they have contracts with approximately 24,000 independent,
retail pharmacies that limit the participants' ability to purchase pharmaceuticals outside of those primary distributors. Additional
restrictive elements exist within the pharmaceutical channels of distribution. For example, a number of the inventory management systems,
either developed by the distributors or third-party vendors, have been developed to require compliance to these restrictive purchasing
agreements. Management anticipates that other existing and prospective competitors will adopt technologies or business plans similar
to ours or seek other means to develop operations competitive with ours, particularly if our development of large-scale production progresses
as scheduled.

 We
will need to expand our member base or our profit margins to attain profitability.

 Currently,
we are aware of the competitiveness of the group of suppliers that participate within our industry and intend to price products accordingly.
However, price is not the only factor that influences where retail pharmacies will obtain their product. Quality fulfillment services
are also important, and retail pharmacies have historically received quality fulfillment services from the three major ADR distributors.
In order to be more competitive, we must improve our customer service and fulfillment efforts, because the independent retail pharmacy
has for years considered this element of the fulfillment process as important as price. Other factors influencing the pharmacies purchasing
behavior in the future will be changes brought upon by the ACA, which regulates some aspects of pharmaceutical spending and pricing.
Management believes that we should benefit substantially from our pricing and product knowledge that is offered by our platform.

 Profitability
may be further increased as a result of lower cost of goods, should the Company build stronger relationships with manufacturers and other
larger buying groups that serve wholesalers and distributors. On a larger scale, those margins are expected to drop depending upon the
breadth of products provided in the market and the sale turn rates required. We are currently undertaking a significant effort to increase
our membership base through attendance at annual conferences and other strategies. We intend to expand our e-mail marketing strategy
based on our competitive price advantages and unique distribution services.

 There
are inherent risks associated with our operations within the Pharmaceutical Distribution Market.

 There
are inherent risks involved with doing business within the pharmaceutical distribution market, including:

 Improperly
 manufactured products may prove dangerous to the end consumer.

 Products
 may become adulterated by improper warehousing methods or modes of shipment.

 Counterfeit
 products or products with fake pedigree papers.

 Unlicensed
 or unlawful participants in the distribution channel.

 Risk
 with default and the assumption of credit loss.

 risks.

 Risk
 related to the loss of supply, or the loss of a number of suppliers, or in the delay of obtaining the supply of drugs.

all of our end-user agreements require our customers to indemnify us and for any and all liabilities resulting from our participation
in the pharmaceutical distribution industry, we cannot assure you that the parties required to provide such indemnification will have
the financial resources to do so. Additionally, although we have evaluated appropriate state statutes and federal laws pertaining to
pharmaceutical distribution in an effort to diminish our risks, the Board of Pharmacy for each state is responsible for interpreting
their state laws, and their interpretations may not comport with our analysis. It is also possible that any third-party logistics arrangements
may disrupt service, create a loss of income, or other unforeseen disruptions should the service provider experience any legal, financial
or other difficulties of their own.

 We
do not have a traditional credit facility with a financial institution, which may adversely impact our operations.

 We
do not have a traditional credit facility with a financial institution, such as a working line of credit. The absence of such a facility
could adversely impact our operations, as it may constrain our ability to have available the working capital for equipment purchases
or other operational requirements. If adequate funds are not otherwise available, we may be required to delay, scale back or eliminate
portions of our business development efforts. Without credit facilities, we could be forced to cease operations and investors in our
securities could lose their entire investment.

 We
offer limited credit to the pharmacies which limits the amount of the orders that they place and may result in us losing business and
a reduction in our revenues.

 We
currently offer a limited amount of credit to our members. Such limited credit reduces the risk that such members do not pay for products;
however, it also limits the amount of revenue we generate per member. We believe that if we were to increase the amount of credit we
provide to members we would generate more revenues, but bear more risk of non-payment. We are currently exploring increasing the amount
of credit we provide to members, which may in turn result in an increase in receivables and write-offs.

 We
are dependent upon our current management, who may have conflicts of interest.

 We
are dependent upon the efforts of our current management. All of our officers and directors have duties and affiliations with other companies.
Even though these companies are not competitors or involved in pharmaceutical distribution, involvement of our officers and directors
in other businesses may still present a conflict of interest regarding decisions they make for Trxade or with respect to the amount of
time available for Trxade. The loss of any of our officers or directors and, in particular, Mr. Prashant Patel, our President or Mr.
Suren Ajjarapu, our Chief Executive Officer and Chairman of the Company, could have a materially adverse effect upon our business and
future prospects.

 The
Company holds, on behalf of and for the benefit of Mr. Suren Ajjarapu, a personal disability insurance policy providing for a $1,500,000
lump sum benefit, payable to Mr. Ajjarapu, in the event of Mr. Ajjarapu's disability. The premiums on such policy will be paid
by the Company for so long as Mr. Ajjarapu is employed by the Company.

 The
Company also holds a $4,000,000 key-man life insurance policy on the life of Mr. Suren Ajjarapu, and a $1,500,000 lump sum disability
insurance policy on Mr. Ajjarapu, providing for the Company as beneficiary of such policies.

 While
our management team has considerable information technology and entrepreneurial experience, none of our management was involved in pharmaceutical
distribution prior to joining the Company and, as such, did not have any technical experience in pharmaceutical distribution prior to
joining us. In the event of the loss of Mr. Ajjarapu's services, we will seek to hire and retain a qualified professional. In the
event of the loss of his services in connection with his death, upon obtaining funding from the key-man life insurance, management intends
to hire qualified and experienced personnel. We may be unable to find a suitable or qualified replacement for Mr. Ajjarapu and as such
our operations and/or prospects may suffer.

 We
rely on third party contracts.

 We
depend on others to provide products and services to us. We do not manufacture pharmaceuticals and we do not sell pharmaceuticals to
the end consumer. We do not control these wholesalers, suppliers and purchasers, and although our arrangements with them will be terminable
or of limited length, a change may be difficult to implement. At this time, we have a working relationship with over 10 manufacturers
and other suppliers. Although we believe that those entities are satisfied with their business relationship with Trxade, if our buying
group pharmacies and several of our vendors decided no longer to do business with us, that vendor void would materially and adversely
affect our competitiveness in the marketplace.

 We
depend on suppliers to make their drugs and other medical products available to us for resale and are subject to risks associated with
the availability of these drugs and other medical products.

 We
do not directly manufacture any of the products we sell and instead we rely on third parties to manufacture and/or procure such drugs
and other medical products for us to resell. Supply chain constraints have, and may in the future have, a negative impact on the availability
of drugs and medical products that we sell. Our supplier relationships could be interrupted, become less favorable to us or be terminated
and the supply of these drugs or products could be interrupted or become insufficient. Supply interruptions or other disruptions in manufacturing
processes could be caused by events beyond our control, including natural disasters, supplier facility shut-downs, defective raw materials,
the impact of epidemics or pandemics, such as COVID-19, and actions by U.S. or international governments, including export restrictions
or tariffs. A sustained supply reduction or interruption, and an inability to develop alternative and additional sources for such supply,
could result in lost sales, increased cost, damage to our reputation, and may have an adverse effect on our business.

 We
may have difficulties in sourcing or selling products due to a variety of causes.

 We
might experience difficulties and delays in sourcing and selling products due to a variety of causes, such as: difficulties in complying
with the legal requirements for export or import of pharmaceuticals or supplies; suppliers' failure to satisfy production demand;
manufacturing or supply problems such as inadequate resources; and real or perceived quality issues. Difficulties in product manufacturing
or access to raw materials could result in supplier production shutdowns, product shortages and other supply disruptions. Any of these
risks might have a materially adverse impact on our business operations and our financial position or results of operations.

 Rapid
technological change in our industry presents us with significant risks and challenges.

 Our
industry is characterized by rapid technological change, changing consumer requirements, short product lifecycles and evolving industry
standards. Our success will depend on our ability to develop or to acquire and market new services. There is no guarantee that we will
possess the resources, either financial or personnel, for the research, design and development of new applications or services, or that
we will be able to utilize these resources successfully and avoid technological or market obsolescence. Further, there can be no assurance
that technological advances by one or more of our competitors or future competitors will not result in our present or future applications
and services becoming uncompetitive or obsolete.

 We
are currently facing and may in the future face difficulties in sourcing products and inventory due to a variety of causes.

 At
times, we have to date experienced issues with the availability of certain products, resulting in product allocation and delivery delays,
which has not to date, had a material adverse effect on our results of operations. We might also experience difficulties and delays in
sourcing products and inventory due to a variety of causes in the future, such as: difficulties in complying with the legal requirements
for export or import of pharmaceuticals or components; suppliers' failures to satisfy production demand; manufacturing or supply
problems such as inadequate resources; real or perceived quality issues; and advanced deposits which are at risk of return if product
is not delivered. Difficulties in product manufacturing or access to raw materials could result in supplier production shutdowns, product
shortages and other supply disruptions. Any of these risks might have a materially adverse impact on our business operations and our
financial position or results of operations.

 We
have in the past, and may in the future, not be able to sell our inventory, at or above the price we acquired such inventory for, and
have in the past, and may in the future, be forced to write-down inventory and certain of our other assets which may have a material
adverse effect on our balance sheet.

 Due
to the supply and demand nature of our pharmaceutical business especially in connection with the rapidly changing regulations, and
varying demand of certain medications the inventory of products we have acquired, or may acquire in the future, has been/may be,
acquired at a cost higher than the price at which we may be able to resell such products. As a result, in the past we have, and in
the future we may not be able to, make a profit on such sales and have in the past and may in the future, have to write down a
significant portion of our inventory. During the years ended December 31, 2023 and 2022, write down to market value was $4,265,399
and $0 respectively. A significant write down of assets may have a material adverse effect on our balance sheet and results of
operations.

 We
may not receive products or receive refunds for deposited amounts and may experience losses in connection with such deposits.

 We
might not receive products or the return of funds on deposits that have been provided. In the event we do not receive the return of our
deposits (through litigation or otherwise), this will cause us financial harm and as a result the Company has taken a significant charge
on our financial statements by taking a loss in the amount of such deposit amount. Additionally, in the future we may provide additional
deposits for products which may be material, which deposits may not be refunded timely, if at all, and which products may not be delivered,
or may be defective or unusable. Any significant losses of deposited funds could have a material adverse effect on our financial condition,
results of operations and the value of our securities. In the past we (or our subsidiaries) have been involved in litigation with suppliers
and disputes regarding deposits made with third parties, including litigation involving Studebaker Defense Group, LLC and Sandwave Group
Dsn Bhd. These disputes previously resulted in the Company recording a loss on inventory investments.

 Our
quarterly results have in the past, and may in the future, fluctuate significantly due to certain non-recurring sales of products.

 Our
quarterly revenues have in the past and may in the future fluctuate significantly due to certain non-recurring sales of personal protective
equipment (PPE) and other products and associated costs of revenues therewith, which may be compounded in our year over year financial
results. As such, we believe that quarter-to-quarter comparisons of our revenues, operating results and cash flows may not be meaningful
and should not be relied upon as an indication of future performance.

 Risks
Relating to Our Information Systems; Technology and Intellectual Property

 We
may be subject to claims that we violated intellectual property rights of others, which are extremely costly to defend and could require
us to pay significant damages and limit our ability to operate.

 Companies
primarily conducting their business on the internet, in the technology sector, and other patent and trademark holders seeking to profit
from royalties in connection with grants of licenses, own large numbers of patents, copyrights, trademarks and trade secrets and frequently
enter into litigation based on allegations of infringement or other violations of intellectual property rights. There may be intellectual
property rights held by others, including issued or pending patents and trademarks, that cover significant aspects of our technologies,
content, branding or business methods. Any intellectual property claims against us, regardless of merit, could be time-consuming and
expensive to settle or litigate and could divert our management's attention and other resources. These claims also could subject
us to significant liability for damages and could result in our having to stop using technology, content, branding or business methods
found to be in violation of another party's rights. We might be required or may opt to seek a license for rights to intellectual
property held by others, which may not be available on commercially reasonable terms, or at all. If we cannot license or develop technology,
content, branding or business methods for any allegedly infringing aspect of our business, we may be unable to compete effectively. Even
if a license is available, we could be required to pay significant royalties, which could increase our operating expenses. We may also
be required to develop alternative non-infringing technology, content, branding or business methods, which could require significant
effort and expense and be inferior. Any of these results could harm our operating results.

 Our
business and operations depend on the proper functioning of information systems, critical facilities and distribution networks.

 We
rely on our manufacturer, vendors and other third-party service providers' information systems for a wide variety of critical operations,
including to obtain, rapidly process, analyze and manage data to:

 facilitate
 the purchase and distribution of inventory items

 receive,
 process and ship orders on a timely basis;

 manage
 accurate billing and collections for thousands of customers;

 process
 payments to suppliers; and

 generate
 financial information.

 Our
business also depends on the proper functioning of our critical facilities and our distribution networks. Our results of operations could
be adversely affected if our or a service provider's information systems, critical facilities or distribution networks are disrupted
(including disruption of access), are damaged or fail, whether due to physical disruptions, such as fire, natural disaster, pandemic
or power outage, or due to cyber-security incidents, ransomware or other actions of third parties, including labor strikes, political
unrest and terrorist attacks. Manufacturing disruptions also can occur due to regulatory action, production quality deviations, safety
issues or raw material shortages or defects, or because a key product or component is manufactured at a single manufacturing facility
with limited alternate facilities.

 We
rely on network and information systems and other technologies and a disruption, cyber-attack, failure or destruction of such networks,
systems, or technologies may disrupt our business or result in liability.

 Network
and information systems and other technologies, including those related to our computer, data back-up and processing systems, network
management, customer service operations and programming delivery, are critical to our business activities. Network and information systems-related
events, such as computer hackings, cyber-attacks, computer viruses, worms or other destructive or disruptive software, process breakdowns,
denial of service attacks, malicious social engineering or other malicious activities, or any combination of the foregoing, or power
outages, natural disasters, terrorist attacks or other similar events, could result in a degradation or disruption of our services or
damage to our properties, equipment and data. These events also could result in large expenditures to repair or replace the damaged properties,
networks or information systems or to protect them from similar events in the future.

 The
risk of these systems-related events and security breaches occurring has intensified, in part because we maintain certain information
necessary to conduct our businesses in digital form stored on cloud servers. While we develop and maintain systems seeking to prevent
systems-related events and security breaches from occurring, the development and maintenance of these systems are costly and requires
ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Despite these
efforts, there can be no assurance that these events and security breaches will not occur in the future. Moreover, we may provide certain
confidential, proprietary and personal information to third parties in connection with our businesses, and while we obtain assurances
that these third parties will protect this information, there is a risk that this information could be compromised.

 If
any of our systems are damaged, fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or
replace them, and may experience loss or corruption of critical data and interruptions or delays in our ability to perform critical functions,
which could adversely affect our business and results of operations. In addition, we are currently making, and expect to continue to
make, substantial investments in our information technology systems and infrastructure, some of which are significant. Upgrades involve
replacing existing systems with successor systems, making changes to existing systems, or cost-effectively acquiring new systems with
new functionality. Implementing new systems carries significant potential risks, including failure to operate as designed, potential
loss or corruption of data or information, cost overruns, implementation delays, disruption of operations, and the potential inability
to meet business and reporting requirements. While we are aware of inherent risks associated with replacing these systems and believe
we are taking reasonable action to mitigate known risks, these technology initiatives may not be deployed as planned or may not be timely
implemented without disruption to our operations.

 In
the past, we had an incident with an email account being compromised and an attempt was made to get us to wire outgoing money. We did
not fall victim to the attempt, conducted a thorough investigation, performed cleanup procedures, and instituted additional security
measures to mitigate the risk of this incident from occurring in the future. Risk mitigation includes the board of directors inquiring
with the information technology department on the status of cyber risks management, on a quarterly basis.

 There
may be losses or unauthorized access to or releases of confidential information, including personally identifiable information, that
could subject the Company to significant reputational, financial, legal and operational consequences.

 The
Company's business requires it to use, transmit and store confidential information including, among other things, personally identifiable
information (" PII ") with respect to the Company's customers and employees. The Company devotes significant resources
to network and data security, including through the use of encryption and other security measures intended to protect its systems and
data. But these measures cannot provide absolute security, and losses or unauthorized access to or releases of confidential information
occur and could materially adversely affect the Company's reputation, financial condition and operating results. The Company's
business also requires it to share confidential information with third parties. Although the Company takes steps to secure confidential
information that is provided to third parties, such measures are not always effective and losses or unauthorized access to or releases
of confidential information occur and could materially adversely affect the Company's reputation, financial condition and operating
results.

 For
example, the Company may experience a security breach impacting the Company's information technology systems that compromises the
confidentiality, integrity or availability of confidential information. Such an incident could, among other things, impair the Company's
ability to attract and retain customers for its products and services, impact the Company's stock price, materially damage supplier
relationships, and expose the Company to litigation or government investigations, which could result in penalties, fines or judgments
against the Company.

 The
Company has implemented systems and processes intended to secure its information technology systems and prevent unauthorized access to
or loss of sensitive data. As with all companies, these security measures may not be sufficient for all eventualities and may be vulnerable
to hacking, employee error, malfeasance, system error, faulty password management or other irregularities. In addition to the risks relating
to general confidential information described above, the Company is also subject to specific obligations relating to health data and
payment card data. Health data is subject to additional privacy, security and breach notification requirements, and the Company can be
subject to audit by governmental authorities regarding the Company's compliance with these obligations. If the Company fails to
adequately comply with these rules and requirements, or if health data is handled in a manner not permitted by law or under the Company's
agreements with healthcare institutions, the Company could be subject to litigation or government investigations, may be liable for associated
investigatory expenses, and could also incur significant fees or fines.

 Under
payment card rules and obligations, if cardholder information is potentially compromised, the Company could be liable for associated
investigatory expenses and could also incur significant fees or fines if the Company fails to follow payment card industry data security
standards. The Company could also experience a significant increase in payment card transaction costs or lose the ability to process
payment cards if it fails to follow payment card industry data security standards, which would materially adversely affect the Company's
reputation, financial condition and operating results.

 System
errors or failures of our platform or services to conform to specifications could cause unforeseen liabilities or injury, harm our reputation
and have a material adverse impact on our results of operations.

 The
software and technology services that we operate are complex. As with complex systems offered by others, our software and technology
services may contain errors, especially when first introduced. Failure of a customer's system to perform in accordance with our
documentation could constitute a breach of warranty and could require us to incur additional expenses in order to make the system comply
with the documentation. If such failure is not remedied in a timely manner, it could constitute a material breach under a contract, allowing
the client to cancel the contract, obtain refunds of amounts previously paid, or assert claims for significant damages.

 If
we fail to develop widespread brand awareness cost-effectively, our business may suffer.

 We
believe that developing and maintaining widespread awareness of our brand in a cost-effective manner is critical to achieving widespread
adoption of our products and attracting new clients. Our brand promotion activities may not generate client awareness or increase revenue,
and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. If we fail to successfully promote
and maintain our brand, or incur substantial expenses in doing so, we may fail to attract or retain clients necessary to realize a sufficient
return on our brand-building efforts or to achieve the widespread brand awareness that is critical for broad client adoption of our solution.

 Risks
Associated with Our Governing Documents and Delaware Law

 Our
certificate of incorporation provides for indemnification of officers and directors at our expense and limits their liability, which
may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit
of officers or directors.

 Our
certificate of incorporation provides for indemnification as follows: "To the fullest extent permitted by applicable law, the Corporation
is authorized to provide indemnification of, and advancement of expenses to, such agents of the Corporation (and any other persons to
which Delaware law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other
persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted
by Section 145 of the Delaware General Corporation Law (the " DGCL "), subject only to limits created by applicable
Delaware law (statutory or non-statutory), with respect to actions for breach of duty to the Corporation, its stockholders and others."
Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors
for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against
our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore,
a stockholder's investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our
officers and directors pursuant to these indemnification provisions.

 We
have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities
arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection
with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a
court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely
to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market
and price for our shares.

 Our
certificate of incorporation contains a specific provision that limits the liability of our directors for monetary damages to the Company
and the Company's stockholders and requires us, under certain circumstances, to indemnify officers, directors and employees.

 The
limitation of monetary liability against our directors, officers and employees under Delaware law and the existence of indemnification
rights to them may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

 Our
certificate of incorporation contains a specific provision that limits the liability of our directors for monetary damages to the Company
and the Company's stockholders, including as a result of a breach of their fiduciary duties, except to the extent such exception
from liability is not permitted under the DGCL. We also have contractual indemnification obligations under our employment and engagement
agreements with our executive officers and directors, as well as pursuant to indemnification agreements. The foregoing indemnification
obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against our directors
and officers, which the Company may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a
lawsuit against our directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative
litigation by our stockholders against our directors and officers, even though such actions, if successful, might otherwise benefit us
and our stockholders.

 Our
directors have the right to authorize the issuance of shares of preferred stock and additional shares of our common stock.

 Our
directors, within the limitations and restrictions contained in our certificate of incorporation and without further action by our stockholders,
have the authority to issue shares of preferred stock from time to time in one or more series and to fix the number of shares and the
relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other preferences, special
rights and qualifications of any such series. Any issuance of shares of preferred stock could adversely affect the rights of holders
of our common stock. Should we issue additional shares of our common stock at a later time, each investor's ownership interest
in our stock would be proportionally reduced.

 Anti-takeover
provisions may impede the acquisition of the Company.

 Certain
provisions of the DGCL have anti-takeover effects and may inhibit a non-negotiated merger or other business combination, notwithstanding
the fact that our certificate of incorporation provides that we are not subject to Section 203 of the DGCL, which relates to certain
restrictions on business combinations with interested stockholders. These provisions are intended to encourage any person interested
in acquiring the Company to negotiate with, and to obtain the approval of, our directors, in connection with such a transaction. As a
result, certain of these provisions may discourage a future acquisition of the Company, including an acquisition in which the stockholders
might otherwise receive a premium for their shares. In addition, we can also authorize " blank check " preferred stock,
which could be issued by our Board of Directors without stockholder approval and may contain voting, liquidation, dividend and other
rights superior to our common stock.

 Compliance,
Reporting and Listing Risks

 We
incur significant costs to ensure compliance with U.S. and NASDAQ Capital Market reporting and corporate governance requirements.

 We
incur significant costs associated with our public company reporting requirements and with applicable U.S. and NASDAQ Capital Market
corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC
and The NASDAQ Capital Market. The rules of The NASDAQ Capital Market include requiring us to maintain independent directors, comply
with other corporate governance requirements and pay annual listing and stock issuance fees. All of such SEC and NASDAQ obligations require
a commitment of additional resources including, but not limited to, additional expenses, and may result in the diversion of our senior
management's time and attention from our day-to-day operations. We expect all of these applicable rules and regulations to significantly
increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect that these
applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance
and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar
coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors
or as executive officers.

 We
may not be able to comply with NASDAQ's continued listing standards.

 Our
common stock was approved for listing on The NASDAQ Capital Market under the symbol " MEDS ", in February 2020. Notwithstanding
such listing, there can be no assurance any broker will be interested in trading our stock. Therefore, it may be difficult to sell your
shares of common stock if you desire or need to sell them. Our former underwriters are not obligated to make a market in our securities,
and even if they do make a market, they can discontinue market-making at any time without notice. We cannot provide any assurance that
an active and liquid trading market in our securities will develop or, if developed, that such a market will continue.

 There
is also no guarantee that we will be able to maintain our listing on The NASDAQ Capital Market for any period of time by perpetually
satisfying NASDAQ's continued listing requirements. Our failure to continue to meet these requirements may result in our securities
being delisted from NASDAQ. At times, including during our 2023 fiscal year we have received deficiency notices from Nasdaq regarding
our inability, at times, to comply with various of the on-going listing rules of NASDAQ'S (including stockholders' equity
requirements, publicly held share requirements, and timely filing requirements). In the past we have taken steps to attempt to regain
compliance with these listing rules, however, in the future we may be unable to remain in compliance with NASDAQ's continued listing
requirements or remedy any deficiencies. If our common stock were to be delisted from NASDAQ it would likely reduce the liquidity of
our common stock, and, among other things, may decrease the attractiveness of our common stock to the investment community, and make
it more difficult for us to issue equity securities for capital raising purposes or for acquisitions.

 We
are currently prohibited from filing any new registration statements on Form S-3 and effective upon the date that our Annual Report on
Form 10-K for the year ended December 31, 2022 is filed with the Commission, we will be prohibited from using our Shelf Form S-3 until
at least December 2024.

 Due
to our failure to timely file a Quarterly Report on Form 10-Q, we are currently prohibited from using Form S-3 to register securities
with the Commission. Separately, our ability to use our previously effective shelf Form S-3, is suspended until at least December 2024.
As a result, we will be required to use Form S-1, a longer-form registration statement for future offerings, and are prohibited, until
at least December 2024, from undertaking at-the-market offerings. Furthermore, in the event that the Pre-Funded Warrants have not been
exercised in full by such date, the shares of common stock issuable upon exercise of the Pre-Funded Warrants will need to be registered
on Form S-1 in order to continue to be registered under the Securities Act.

Risks

changes that affect our distribution channels could harm our business.

 At
the federal level, track and trace legislation requiring the use of pharmaceutical pedigree may restrict and disrupt the movement of
pharmaceuticals along the supply chain should the cost of complying with this legislation be too burdensome for smaller suppliers. Changes
in the United States healthcare industry and regulatory environment could have a material adverse impact on our results of operations.

 Many
of our products and services are intended to function within the structure of the healthcare financing and reimbursement system currently
being used in the United States. In recent years, the healthcare industry in the United States has changed significantly in an effort
to enhance efficiencies, reduce costs and improve patient outcomes. These changes have included cuts in Medicare and Medicaid reimbursement
levels, changes in the basis for payments, shifting away from fee-for-service and towards value-based payments and risk-sharing models,
increases in the use of managed care, and consolidation in the healthcare industry generally. We expect that the healthcare industry
in the United States shall continue to change and evolve in the near future. Changes in the healthcare industry's (or our pharmaceutical
suppliers') pricing, selling, inventory, distribution or supply policies or practices could significantly reduce our revenues and
net income. Additionally, if we experience disruptions in our supply of generic drugs, our margins could be adversely affected.

 We
distribute generic pharmaceuticals, which can be subject to both price deflation and price inflation. Continued volatility in the availability,
pricing trends or reimbursement of these generic drugs, or significant fluctuations in the nature, frequency and magnitude of generic
pharmaceutical launches, could have a material adverse impact on our results of operations. Additionally, any future changes in branded
and generic drug pricing could be significantly different than our projections. Generic drug manufacturers are increasingly challenging
the validity or enforceability of patents on branded pharmaceutical products. During the pendency of these legal challenges, a generic
drugs manufacturer may begin manufacturing and selling a generic version of the branded product prior to the final resolution of its
legal challenge over the branded product's patent. To the extent we source, contract manufacture, and distribute such generic products,
the brand-name company could assert infringement claims against us. While we generally obtain indemnification against such claims from
generic manufacturers as a condition of distributing their products, these rights may not be adequate or sufficient to protect us.

 We
are also required to comply with various state pricing gouging laws.

 The
healthcare industry is highly regulated, and further regulation of our distribution businesses and technology products and services could
impose increased costs, negatively impact our profit margins and the profit margins of our customers, delay the introduction or implementation
of our new products, or otherwise negatively impact our business and expose us to litigation and regulatory investigations.

 Healthcare
fraud laws are often vague and uncertain, exposing us to potential liability.

 We
are subject to extensive, and frequently changing, local, state and federal laws and regulations relating to healthcare fraud, waste
and abuse. Local, state and federal governments continue to strengthen their position and scrutiny over practices involving fraud, waste
and abuse affecting Medicare, Medicaid and other government healthcare programs. Many of the regulations applicable to us, including
those relating to marketing incentives, are vague or indefinite and have not been interpreted by the courts. The regulations may be interpreted
or applied by a prosecutorial, regulatory, or judicial authority in a manner that could require us to make changes in our operations.
If we fail to comply with applicable laws and regulations, we could become liable for damages and suffer civil and criminal penalties,
including the loss of licenses or our ability to participate in Medicare, Medicaid and other federal and state healthcare programs.

 Laws
reducing reimbursements for pharmaceuticals could negatively affect our industry.

 Both
our profit margins and the profit margins of our customers may be adversely affected by laws and regulations reducing reimbursement rates
for pharmaceuticals, medical treatments and related services, or changing the methodology by which reimbursement levels are determined.
The federal government may adopt measures that could reduce Medicare or Medicaid spending, or impose additional requirements on healthcare
entities. We cannot predict what alternative or additional deficit reduction initiatives or Medicare payment reductions, if any, will
ultimately be enacted into law, or the timing or effect any such initiatives or reductions would have on us. Any of the changes discussed
above may have a material adverse impact on our results of operations, cash flows, prospects and/or the value of our securities.

 Operating,
security and licensure standards of federal agencies challenge our ability to comply with applicable laws and regulations.

 We
are subject to the operating and security standards of the Drug Enforcement Administration (the DEA), the U.S. Food and Drug Administration
(the FDA), various state boards of pharmacy, state health departments, the U.S. Department of Health and Human Services (HHS), the Centers
for Medicare & Medicaid Services (CMS), and other comparable agencies. We are also subject to certain state laws relating to price
gouging. Although we have enhanced our procedures to ensure compliance, a regulatory agency or tribunal may conclude that our operations
are not compliant with applicable laws and regulations. In addition, we may be unable to maintain or renew existing permits, licenses
or any other regulatory approvals or obtain without significant delay, future permits, licenses or other approvals needed for the operation
of our businesses. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary
permits and licenses could lead to litigation and have a material adverse impact on our results of operations.

 Pedigree
tracking laws and regulations could increase our regulatory burdens.

 Congress
and state and federal agencies, including state boards of pharmacy and departments of health and the FDA, have made increased efforts
in the past year to regulate the pharmaceutical distribution system in order to prevent the introduction of counterfeit, adulterated
or mislabeled drugs into the pharmaceutical distribution system (otherwise known as " pedigree tracking "). In November
2013, Congress passed (and President Barack Obama signed into law) the Drug Quality and Security Act (the " DQSA ").
The DQSA establishes federal standards requiring supply-chain stakeholders to participate in an electronic, interoperable, lot-level
prescription drug track-and-trace system. The law also preempts state drug pedigree requirements and establishes new requirements for
drug wholesale distributors and third-party logistics providers, including licensing requirements in states that had not previously licensed
such entities.

 In
addition, the Food and Drug Administration Amendments Act of 2007 requires the FDA to establish standards and identify and validate effective
technologies for the purpose of securing the pharmaceutical supply chain against counterfeit drugs. These standards may include track-and-trace
or authentication technologies, such as radio frequency identification devices, 2D data matrix barcodes, and other similar technologies.
On March 26, 2010, the FDA released the Serialized Numerical Identifier (the " SNI ") guidance for manufacturers who
serialize pharmaceutical packaging. To date we have been able to accommodate these SNI regulations in our distribution operations. The
DQSA and other pedigree tracking laws and regulations have increased the overall regulatory burden and costs associated with our pharmaceutical
distribution business and have had a material adverse impact on our results of operations.

 We
are uncertain how new privacy laws shall be interpreted.

 There
are numerous federal and state laws and regulations related to the privacy and security of personal information. In particular, regulations
promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) establish privacy and security standards
that limit the use and disclosure of individually identifiable health information (known as " protected health information ")
and require the implementation of administrative, physical and technological safeguards to protect the privacy of protected health information
and ensure the confidentiality, integrity and availability of electronic protected health information. We are directly subject to certain
provisions of the regulations as a " Business Associate " through our relationships with customers. We are also directly
subject to the HIPAA privacy and security regulations as a " Covered Entity " with respect to our operations as a healthcare
clearinghouse, specialty pharmacy and medical surgical supply business. If we are unable to properly protect the privacy and security
of protected health information entrusted to us, we could be found to have breached our contracts with our customers. Further, if we
fail to comply with applicable HIPAA privacy and security standards, we could face civil and criminal penalties. Although we have implemented
and continue to maintain policies and processes to assist us in complying with these regulations and our contractual obligations, we
cannot provide assurances regarding how these regulations will be interpreted, enforced or applied by the government and regulators to
our operations. In addition to the risks associated with enforcement activities and potential contractual liabilities, our ongoing efforts
to comply with evolving laws and regulations at the federal and state level might also require us to make costly system purchases /or
modifications from time to time.

 We
might be adversely impacted by healthcare reform such as changes in pricing and reimbursement models.

 Many
of our products and services are designed and intended to function within the structure of current healthcare financing and reimbursement
systems. The healthcare industry and related government programs are changing. Some of these changes increase our risks and create uncertainties
for our business.

 For
example, some changes in reimbursement methodologies (including government rates) for pharmaceuticals, medical treatments and related
service reduces profit margins for us and our customers and impose new legal requirements on healthcare providers. Those changes have
included cuts in Medicare and Medicaid reimbursement levels, changes in the basis for payments, shifting away from fee-for-service and
toward value-based payment and risk-sharing models, and increases in the use of managed care.

 In
the U.S., the Patient Protection and Affordable Care Act ("ACA") significantly expanded health insurance coverage to uninsured
Americans and changed the way healthcare is financed by both governmental and private payers. There are continued efforts to challenge
the ACA. There are also efforts to broaden healthcare coverage. U.S. lawmakers also have explored proposals to reduce drug prices, including
requiring price transparency and drug importation measures. These proposals might result in significant changes in the pharmaceutical
value chain as manufacturers, PBM, managed care organizations and other industry stakeholders look to implement new transactional flows
and adapt their business models.

 Provincial
governments in Canada that provide partial funding for the purchase of pharmaceuticals and independently regulate the sale and reimbursement
of drugs have sought to reduce the costs of publicly funded health programs. For example, provincial governments have taken steps to
reduce consumer prices for generic pharmaceuticals and, in some provinces, change professional allowances paid to pharmacists by generic
manufacturers.

 Many
European governments provide or subsidize healthcare to consumers and regulate pharmaceutical prices, patient eligibility and reimbursement
levels in order to control government healthcare system costs. Some European governments have implemented or are considering austerity
measures to reduce healthcare spending. These measures exert pressure on the pricing and reimbursement timelines for pharmaceuticals
and may cause our customers to purchase fewer of our products and services or influence us to reduce prices.

 Medical
billing and coding laws may subject us to fines and investigations.

 Medical
billing, coding and collection activities are governed by numerous federal and state civil and criminal laws. In connection with these
laws, we may be subjected to federal, or state government investigations and possible penalties may be imposed upon us, false claims
actions may have to be defended, private payers may file claims against us, and we may be excluded from Medicare, Medicaid or other government-funded
healthcare programs. Any such proceeding or investigation could have a material adverse impact on our results of operations.

 It
may be difficult and costly for us to comply with the extensive government regulations to which our business is subject.

 Our
operations are subject to extensive regulation by the U.S. federal and state governments. In addition, as we expand our operations, we
may also become subject to the regulations of foreign jurisdictions, as well as additional regulations relating to environmental matters,
transportation of pharmaceutical products, shipping restrictions, and import and export restrictions. We are also required to comply
with various state pricing gouging laws.

 Further,
the enactment of new rules and regulations could adversely affect our business. Depending on future enforcement or additional rules and
regulations created around it, pharmaceutical pricing controls could be established, resulting in substantially reduced margins and limited
reimbursement for pharmacies and all other healthcare provider bases. In turn, this may adversely affect our cash flow, profitability,
and growth.

 Risks
Relating to Our Industry in General

 A
significant number of counties, municipalities and other plaintiffs, including a number of state attorney generals, have filed lawsuits
against pharmaceutical manufacturers, pharmaceutical wholesale distributors, retail chains and others relating to the manufacturing,
marketing or distribution of certain prescription medications. The defense and resolution of future lawsuits and events relating to these
lawsuits could have a material adverse effect on our results of operations, financial condition, cash flows or liquidity or have adverse
reputational or operational effects on our business. Other legislative, regulatory or industry measures related to the public health
crisis involving the abuse of prescription opioid pain medication and the distribution of these medications could affect our business
in ways that we may not be able to predict.

 Changes
to the U.S. healthcare environment may not be favorable to us.

 Over
a number of years, the U.S. healthcare industry has undergone significant changes designed to increase access to medical care, improve
safety and patient outcomes, contain costs and increase efficiencies. These changes include adoption of the Patient Protection and Affordable
Care Act (ACA), a general decline in Medicare and Medicaid reimbursement levels, efforts by healthcare insurance companies to limit or
reduce payments to pharmacies and providers, the basis for payments beginning to transition from a fee-for-service model to value-based
payments and risk-sharing models, and the industry shifting away from traditional healthcare venues like hospitals and into clinics,
physician offices and patients' homes.

 We
expect the U.S. healthcare industry to continue to change significantly in the future. Possible changes include repeal and replacement
of major parts of the Patient Protection and Affordable Care Act, further reduction or limitations on governmental funding at the state
or federal level, efforts by healthcare insurance companies to further limit payments for products and services or changes in legislation
or regulations governing prescription pharmaceutical pricing, healthcare services or mandated benefits. These possible changes, and the
uncertainty surrounding these possible changes, may cause healthcare industry participants to reduce the number of products and services
they purchase from us or the price they are willing to pay for our products and services, which could adversely affect us.

 Consolidation
in the U.S. healthcare industry may negatively impact our results of operations.

 In
recent years, U.S. healthcare industry participants, including distributors, manufacturers, suppliers, healthcare providers, insurers
and pharmacy chains, have consolidated or formed strategic alliances. Consolidations create larger enterprises with greater negotiating
power, and also could result in the possible loss of a customer where the combined enterprise selects one distributor from two incumbents.
If this consolidation trend continues, it could adversely affect our results of operations.

 Accounting
Risks

 We
have identified material weaknesses in our internal control over financial reporting and controls and procedures which could, if not
remediated, adversely affect our ability to report our financial condition, cash flows and results of operations in a timely and accurate
manner and/or increase the risk of future misstatements, which could have a material adverse effect on our business, financial condition,
cash flows and results of operations and could cause the market value of our shares of common stock and/or debt securities to decline.

 Maintaining
effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce
reliable financial statements. As reported under " Item 9A. Controls and Procedures ", as of December 31, 2023, our
CEO and CFO have determined that our disclosure controls and procedures were not effective. Additionally, our management is responsible
for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange
Act. As disclosed below under " Item 9A. Controls and Procedures ", based on reviews conducted by management, we have
concluded that a material weakness exists and has existed since approximately 2014 in the Company's internal controls over financial
reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting such
that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented
or detected on a timely basis.

 The
material weaknesses identified in our controls and procedures as of December 31, 2023, included the fact that (1) The Company did not
maintain a fully integrated financial consolidation and reporting system throughout the period and as a result, extensive manual analysis,
reconciliation and adjustments were required in order to produce financial statements for external reporting purposes. and (2) the Company
does not currently have a sufficient complement of technical accounting and external reporting personnel commensurate to support standalone
external financial reporting under public company or SEC requirements. Specifically, the Company did not effectively segregate certain
accounting duties due to the small size of its accounting staff and maintain a sufficient number of adequately trained personnel necessary
to anticipate and identify risks critical to financial reporting and the closing process. In addition, there were inadequate reviews
and approvals by the Company's personnel of certain reconciliations and other processes in day-to-day operations due to the lack
of a full complement of accounting staff.

 Maintaining
effective disclosure controls and procedures and effective internal control over financial reporting are necessary for us to produce
reliable financial statements and the Company is committed to remediating its material weaknesses in such controls as promptly as possible.

 Since
Fiscal 2014 when the material weakness became effective, the Company has identified certain remediation actions and has implemented many
efforts are not complete and remain in process. If we do not complete our remediation in a timely manner or if our remedial measures
are insufficient to address the material weaknesses, or if additional material weaknesses in our internal controls and/or controls and
procedures are discovered or occur in the future, it may materially adversely affect our ability to report our financial condition and
results of operations in a timely and accurate manner and there will continue to be an increased risk of future misstatements. Although
we regularly review and evaluate internal controls systems to allow management to report on the effectiveness of our internal controls
over financial reporting and controls and procedures, we may discover additional weaknesses in our internal controls over financial reporting
or disclosure controls and procedures. The next time we evaluate our internal controls over financial reporting and disclosure controls
and procedures, if we identify one or more new material weaknesses or have been unable to timely remediate our existing material weaknesses,
we would be unable to conclude that our internal controls over financial reporting or disclosure controls and procedures are effective.
If we are unable in the future to conclude that our internal controls over financial reporting or our disclosure controls and procedures
are effective, we may not be able to report our financial condition and results of operations in a timely and accurate manner, which
could have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market
value of our shares of common stock to decline. In addition, any potential future restatements could subject us to additional adverse
consequences, including sanctions by the SEC, stockholder litigation and other adverse actions. Moreover, we may be the subject of further
negative publicity focusing on such financial statement adjustments and resulting restatement and negative reactions from our stockholders,
creditors or others with whom we do business. The occurrence of any of the foregoing could have a material adverse effect on our business,
financial condition, cash flows and results of operations and could cause the market value of our shares of common stock to decline.

 A
significant amount of our revenues has historically been due to only a small number of customers and we depend on a small number of major
wholesalers, and if we were to lose any of those customers or suppliers, our results of operations would be adversely affected.

the years ended December 31, 2023 and 2022, no sales to any specific customer represented greater than 10% of revenue. In the event our customers
do not pay us amounts owed, sales to such customers cease or we are unable to find new customers moving forward, it could have a
materially adverse effect on our results of operations. We have a working relationship with over 25 wholesalers and the
nation's largest buying group. Although we believe those entities are satisfied with their business relationship with Trxade,
if supply chain vendors decide to no longer to do business with Trxade, and we are unable to find additional entities to step into
their shoes, the resulting supplier void would materially and adversely affect our competitiveness in the marketplace, and could
cause a material adverse effect on our results of operations.

 We
might be harmed by changes in our relationships or contracts with suppliers.

 We
attempt to structure our agreements with wholesalers to ensure that we are appropriately and predictably compensated for the services
we provide. We cannot control the frequency or magnitude of pharmaceutical price changes. We might be unable to renew agreements with
wholesalers in a timely and favorable manner. Any of these risks might have a materially adverse impact on our business operations and
our financial positions or results of operations.

 Risks
Related to Our Common Stock and Organizational Documents

 Our
common stock has in the past been a " penny stock " under SEC rules, and may be subject to the " penny stock "
rules in the future. It may be more difficult to resell securities classified as " penny stock. "

 In
the past (including immediately prior to our common stock being listed on The NASDAQ Capital Market in February 2020), our common stock
was a " penny stock " under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price
below $5.00). While our common stock is not now considered a " penny stock " because it is listed on The NASDAQ Capital
Market, if we are unable to maintain that listing, unless we maintain a per-share price above $5.00, our common stock will become " penny
stock. " These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of
penny stocks to persons other than those who qualify as " established customers " or " accredited investors. "
For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers
must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document
that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer
with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the
transaction, furnish monthly account statements showing the market value of each penny stock held in the customer's account, provide
a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser's written
agreement to the transaction.

 Legal
remedies available to an investor in " penny stocks " may include the following:

 If
 a " penny stock " is sold to the investor in violation of the requirements listed above, or other federal or states
 securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

 If
 a " penny stock " is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and
 firms that committed the fraud for damages.

 These
requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes
subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements
may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

 Many
brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest
in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial
risk generally associated with these investments.

 For
these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if
ever, our common stock will not be classified as a " penny stock " in the future.

 Penny
stocks are generally considered to be high-risk investments. There are several factors that contribute to the high-risk nature of penny
stocks, including:

 Volatility:
 Penny stocks are known for their extreme price fluctuations. This volatility can be caused by a number of factors, including changes
 in the overall stock market, news about the company or industry, and changes in investor sentiment.

 Lack
 of liquidity: Penny stocks are often traded on over-the-counter markets, which can make them more difficult to buy and sell. This
 lack of liquidity can increase the risk of large price swings and can make it difficult to exit a position if needed.

 Lack
 of information: Many penny stock companies are not required to file regular reports with the Securities and Exchange Commission (SEC),
 which means there may be limited information available to investors. This can make it difficult to evaluate the financial health
 of the company and to make informed investment decisions.

 Manipulation:
 Because of their low trading volumes and lack of regulatory oversight, penny stocks can be vulnerable to market manipulation. This
 can include practices such as "pump and dump" schemes, where investors artificially inflate the price of a stock before
 selling their shares for a profit.

 Overall,
it's important to approach penny stocks with caution and to thoroughly research any investment before making a decision. It's
also a good idea to diversify your portfolio and to limit your exposure to any one stock or sector.

 There
may not be sufficient liquidity in the market for our securities in order for investors to sell their shares. The market price of our
common stock may continue to be volatile.

 The
market price of our common stock will likely continue to be highly volatile. Some of the factors that may materially affect the market
price of our common stock are beyond our control, such as conditions or trends in the industry in which we operate or sales of our common
stock. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown
to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume,
and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company
such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable.

 As
a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared
to a mature issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse
effect on share price. It is possible that a broader or more active public trading market for our common stock will not develop or be
sustained, or that trading levels will not continue. These factors may materially adversely affect the market price of our common stock,
regardless of our performance. In addition, the public stock markets have experienced extreme price and trading volume volatility. This
volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating
performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.

 The
exercise of outstanding warrants, options and shares issued in connection with a joint venture and acquisition will be dilutive to our
existing stockholders.

 As of the date of this Report, we had outstanding various warrants, stock
options and other securities that are exercisable into shares of our common stock:

 For
the life of the options and warrants, the holders have the opportunity to profit from a rise in the market price of our common stock
without assuming the risk of ownership. The issuance of shares upon the exercise of outstanding securities will also dilute the ownership
interests of our existing stockholders.

 The
availability of these shares for public resale, as well as any actual resales of these shares, could adversely affect the trading price
of our common stock. Certain of the shares of common stock underlying outstanding options will be available for resale immediately in
the public market without restriction.

 We
cannot predict the size of future issuances of our common stock pursuant to the exercise of outstanding options or warrants, or the effect,
if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales or distributions
of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales
could occur, may cause the market price of our common stock to decline.

 We
have not historically paid or declared any dividends on our common stock and do not expect to pay or declare cash dividends in the future
on a regular basis, if at all.

we declared and paid a special cash dividend in March 2024 that dividend was paid as the result of a sale various business assets and
not paid from cash generated in our operations, the Company has not historically paid or declared any dividends on our common stock or
preferred stock. Any future dividends on common stock will be declared at the discretion of our Board of Directors and will depend, among
other things, on our earnings, our financial requirements for future operations and growth, and other facts as we may then deem appropriate.
As such, the return on your investment, if any, has historically been dependent solely on an increase, if any, in the market value of
our common stock.

 Our
common stock price is likely to be highly volatile because of several factors, including a limited public float.

 The
market price of our common stock has been volatile in the past and the market price of our common stock is likely to be highly volatile
in the future. You may not be able to resell shares of our common stock following periods of volatility because of the market's
adverse reaction to volatility.

 Other
factors that could cause such volatility may include, among other things:

 actual
 or anticipated fluctuations in our operating results;

 the
 absence of securities analysts covering us and distributing research and recommendations about us;

 we
 may have a low trading volume for a number of reasons, including that a large portion of our stock is closely held;

 overall
 stock market fluctuations;

 announcements
 concerning our business or those of our competitors;

 actual
 or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms;

 conditions
 or trends in our industry;

 litigation;

 changes
 in market valuations of other similar companies;

 future
 sales of common stock;

 departure
 of key personnel or failure to hire key personnel; and

 general
 market conditions.

 Any
of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in
general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating
performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless
of our actual operating performance.

 Our
Chief Executive Officer and President are two of our largest stockholders and, as a result, they can exert influence over us and have
actual or potential interests that may differ from yours.

 Mr.
Suren Ajjarapu, our CEO, and Mr. Prashant Patel, our President, acting together, may be able to influence many matters requiring stockholder
approval, including the election of directors and approval of mergers and other significant corporate transactions. This concentration
of ownership may have the effect of delaying, preventing or deterring a change in control, and could deprive our stockholders of an opportunity
to receive a premium for their shares of common stock as part of a sale of our company and may affect the market price of our stock.

 Further,
Mr. Ajjarapu and Mr. Patel may have interests that differ from those of other holders of our common stock. As a result, Mr. Ajjarapu
and Mr. Patel may vote the shares they own or control or otherwise cause us to take actions that may conflict with your best interests
as a stockholder, which could adversely affect our results of operations and the trading price of our common stock.

 Through
this influence, Mr. Ajjarapu and Mr. Patel can influence our management, affairs and all matters requiring stockholder approval, including
the approval of significant corporate transactions, a sale of our company, decisions about our capital structure and the composition
of our Board of Directors.

 Our
common stock may continue to be followed by only a limited number of analysts and there may continue to be a limited number of institutions
acting as market makers for our common stock.

 For
the foreseeable future, our common stock is unlikely to be followed by a significant number of market analysts, and there may be few
institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price
of our common stock. Until our common stock is fully distributed, and an orderly market develops in our common stock, if ever, the price
at which it trades is likely to fluctuate significantly. Prices for our common stock are determined in the marketplace and may be influenced
by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business,
including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us and general economic and market
conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

 Our
bylaws require, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers,
other employees or stockholders for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in
the State of Delaware, and if brought outside of Delaware, the stockholder bringing the suit will, subject to certain exceptions, be
deemed to have consented to service of process on such stockholder's counsel, which may have the effect of discouraging lawsuits
against our directors, officers, other employees or stockholders.

 Our
bylaws require that unless the Company consents in writing to an alternative forum, the Court of Chancery of the State of Delaware shall,
to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf
of the Company; (b) any action asserting a claim of breach of fiduciary duty owed by, or other wrongdoing by, any director, officer,
employee or agent of the Company to the Company or the Company's stockholders; (c) any action asserting a claim arising pursuant
to any provision of Delaware General Corporation Law or the certificate of incorporation or bylaws of the Company; (d) any action to
interpret, apply, enforce or determine the validity of the certificate of incorporation or bylaws of the Company; or (e) any action asserting
a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the
indispensable parties named as defendants therein (or such indispensable parties consenting to the personal jurisdiction of the Court
of Chancery within 10 days following any determination by the Court of Chancery that an indispensable party is not subject to such personal
jurisdiction); provided that, if the Court of Chancery of the State of Delaware dismisses any action for lack of subject matter jurisdiction,
such action may be brought in another state or federal court sitting in the State of Delaware. Any person or entity purchasing or otherwise
acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our
bylaws. This choice of forum provision may limit or make more costly a stockholder's ability to bring a claim in a judicial forum
that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage
lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our bylaws to
be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions,
which could harm our business, operating results and financial condition.

 As
described above, our bylaws provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable
law, subject to certain exceptions. However, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum
provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the
federal courts have exclusive jurisdiction. We also note that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder. Section 22 of the Securities Act, creates concurrent jurisdiction for state and federal courts
over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

 Our
stockholders have no right to call special meetings of stockholders.

 Our
bylaws provide that special meetings of our stockholders may be called only by the chairperson of the board of directors, the chief executive
officer or president (in the absence of a chief executive officer). Because our stockholders do not have the right to call a special
meeting, a stockholder could not force stockholder consideration of a proposal over the opposition of our board of directors by calling
a special meeting of stockholders prior to such time as the chairperson of the board of directors, the chief executive officer or president
(in the absence of a chief executive officer) believed the matter should be considered or until the next annual meeting provided that
the requestor met the notice requirements. The restriction on the ability of stockholders to call a special meeting means that a proposal
to replace our board of directors also could be delayed until the next annual meeting.

 Provisions
in our certificate of incorporation and bylaws may inhibit a takeover of us, which could limit the value of our securities and could
entrench management.

 Our
certificate of incorporation and bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider
to be in their best interests. These provisions include the ability of the board of directors to designate the terms of and issue new
series of preferred shares and the requirement to receive the affirmative vote of holders of at least two-thirds of the outstanding capital
stock of the Company to amend any provision of the bylaws of the Company, without Board of Directors approval (which Board of Directors
approved amendments may be affected solely by the Board of Directors, without stockholder approval, subject to certain exceptions, without
stockholder approval), which may make the removal of management more difficult and may discourage transactions that otherwise could involve
payment of a premium over prevailing market prices for our securities. These provisions may make the removal of management more difficult
and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

 General
Risk Factors

 U.S.
and global economic conditions could materially adversely affect the Company's business, results of operations, financial condition
and growth.

 Adverse
macroeconomic conditions, including inflation, slower growth or recession, new or increased tariffs, changes to fiscal and monetary policy,
tighter credit, higher interest rates, high unemployment and currency fluctuations could have a material adverse impact on demand for
the Company's products and services. In addition, consumer confidence and spending could be adversely affected in response to financial
market volatility, negative financial news, conditions in the real estate and mortgage markets, declines in income or asset values, changes
to fuel and other energy costs, labor and healthcare costs and other economic factors.

 In
addition to an adverse impact on demand for the Company's products, uncertainty about, or a decline in, U.S. or global economic
conditions could have a significant impact on the Company's suppliers, the pharmacy industry as a whole, the Company's network
of independent pharmacies and other partners. Potential effects include financial instability, inability to obtain credit to finance
operations and purchases of the Company's products, payment defaults and insolvency.

 A
downturn in the economic environment could also lead to increased credit and collectability risk on the Company's receivables;
limitations on the Company's ability to raise new funding through the sale of debt or equity; reduced liquidity; and declines in
the value of the Company's securities. These and other economic factors could materially adversely affect the Company's business,
results of operations, financial condition and growth.

 We
may apply working capital and future funding to uses that ultimately do not improve our operating results or increase the value of our
securities.

 In
general, we have complete discretion over the use of our working capital and any new investment capital we may obtain in the future.
Because of the number and variety of factors that could determine our use of funds, our ultimate expenditure of funds (and their uses)
may vary substantially from our current intended operating plan for such funds.

 We
intend to use existing working capital and future funding to support the development of our products and services, product purchases
in our wholesale distribution division, the expansion of our marketing, or the support of operations to educate our customers. We will
also use capital for market and network expansion, acquisitions, and general working capital purposes. However, we do not have more specific
plans for the use and expenditure of our capital. Our management has broad discretion to use any or all of our available capital reserves.
Our capital could be applied in ways that do not improve our operating results or otherwise increase the value of a stockholder's
investment.

 Our
websites may encounter technical problems and service interruptions.

 Our
websites may, in the future, experience slower response times or interruptions as a result of increased traffic or other reasons. These
delays and interruptions resulting from failure to maintain Internet service connections to our site could frustrate visitors and reduce
our future web site traffic, which could have a material adverse effect on our business.

 Stockholders
may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares
of our common stock.

 Wherever
possible, our Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that
the non-cash consideration will consist of restricted shares of our common stock or where shares are to be issued to our officers, directors
and applicable consultants. Our Board of Directors has authority, without action or vote of the stockholders, but subject to NASDAQ rules
and regulations (which generally require shareholder approval for any transactions which would result in the issuance of more than 20%
of our then outstanding shares of common stock or voting rights representing over 20% of our then outstanding shares of stock), to issue
all or part of the authorized but unissued shares of common stock. In addition, we may attempt to raise capital by selling shares of
our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing stockholders,
which may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing
management's ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting
existing management.

 Levels
or types of insurance may not be adequate to cover claims.

we maintain current and active insurance policies, we cannot guarantee that all levels and types of insurance will be adequate to cover
claims brought against the Company.

 Our
growth depends in part on the success of our strategic relationships with third parties.

 In
order to grow our business, we anticipate that we will need to continue to depend on our relationships with third parties, including
our technology providers. Identifying partners, and negotiating and documenting relationships with them, requires significant time and
resources. Our competitors may be effective in providing incentives to third parties to favor their products or services, or utilization
of, our products and services. In addition, acquisitions of our partners by our competitors could result in a decrease in the number
of our current and potential customers. If we are unsuccessful in establishing or maintaining our relationships with third parties, our
ability to compete in the marketplace or to grow our revenue could be impaired and our results of operations may suffer. Even if we are
successful, we cannot assure you that these relationships will result in increased customer use of our products or increased revenue.

 Claims,
litigation, government investigations, and other proceedings may adversely affect our business and results of operations.

 As
a company offering a wide range of products and services, we are regularly subject to actual and threatened claims, litigation, reviews,
investigations, and other proceedings, including proceedings relating to goods and services offered by us and by third parties, and other
matters. Any of these types of proceedings, including currently pending proceedings as discussed herein, may have an adverse effect on
us because of legal costs, disruption of our operations, diversion of management resources, negative publicity, and other factors. The
outcomes of these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves and possible
losses from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the
final resolution of such matters, we may be exposed to losses in excess of the amount recorded, and such amounts could be material. Should
any of our estimates and assumptions change or prove to have been incorrect, it could have a material effect on our business, consolidated
financial position, results of operations, or cash flows. In addition, it is possible that a resolution of one or more such proceedings,
including as a result of a settlement, could require us to make substantial future payments, prevent us from offering certain products
or services, require us to change our business practices in a manner materially adverse to our business, requiring development of non-infringing
or otherwise altered products or technologies, damaging our reputation, or otherwise having a material effect on our operations.

 For
all of the foregoing reasons and others set forth herein, an investment in our securities involves a high degree of risk.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 None.

 ITEM
 1C.

 CYBERSECURITY

 The
Company has not adopted any formal cybersecurity risk management program or formal processes for assessing, identifying, and managing
material risks from cybersecurity threats. The full board of directors has oversight responsibility for the Company's overall risk
management, including cybersecurity risk, and has not delegated oversight authority for cybersecurity risks to any committee. During the year ended December 31, 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect
our business strategy, results of operations, or financial condition.

 ITEM
 2.

 PROPERTIES

 We
do not own any real property. We entered into a lease for our current corporate office space at 2420 Brunello Trace, Lutz, Florida 33558
on November 8, 2021. The lease included a five-year term, beginning January 1, 2022, and ending December 31, 2026. The office space occupies
approximately 9,850 square feet. Pursuant to the lease, the Company is responsible for water/sewer costs ($140 per month) and its proportionate
share of the building's operating expenses, including property taxes. We paid a security deposit of $38,500 in connection with
our entry into the agreement, which was surrendered upon termination of the lease in November 2023.

 We
entered into a lease for Integra Pharma Solutions, LLC at 6308 Benjamin Road, Tampa, Florida 33634 for approximately $43,000 per year
($3,583 per month) under a five-year lease agreement, effective October 17, 2018, occupying approximately 6,300 square feet.

 We
entered into a lease for Superlatus Food Service Holding Company, LLC at 20 Sarine Road, Wurtsboro, New York 12790 for approximately
$132,000 per year ($11,000 per month) under a three-year lease agreement, effective October 1, 2023. As a result of our divestiture of
Superlatus in March 2024 we no longer have obligations related to this lease.

 We
believe our current and future facilities are adequate for our current and near-term needs. Additional space may be required as we expand
our activities. We do not currently foresee any significant difficulties in obtaining any required additional facilities.

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 In
the ordinary course of business, we may become a party to lawsuits involving various matters. The impact and outcome of litigation, if
any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm
our business. We believe the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued
financial position, results of operations or cash flows, except as otherwise set forth below. However, assessment of the current litigation
or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other
finders of fact, which are not in accord with management's evaluation of the possible liability or outcome of such litigation or
claims.

 For
a description of our material pending legal proceedings, please see "Note 16 – Contingencies". to the Notes to Consolidated
Financial Statements included herein under "Item 8. Financial Statements and Supplemental Data."

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
 5.

 MARKET
 FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
for Common Stock

 Our
common stock was approved for listing on The NASDAQ Capital Market under the symbol " MEDS ", on February 13, 2020.
Prior to that, it traded on the OTCQB Market under the symbol " TRXD ". At present, there is a limited market for our
common stock.

 Common
Stock and Preferred Stock Outstanding and Holders of Record

 As
of April 22, 2024, we had 1,406,348 shares of common stock outstanding, held by 52 stockholders of record, not including holders who
hold their shares in street name, and also shares of Series C Preferred Stock issued or outstanding.

 Dividend
Policy

we paid a special cash dividend in the first quarter of 2024, we have not historically paid or declared any cash dividends on our common
stock. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors have
historically relied on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future
gains on their investments.

 Recent
Sales of Unregistered Securities

 There
were no sales of unregistered securities during the three months ended December 31, 2023, and from the period from January 1, 2024, to
the filing date of this report, that were not previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form
8-K.

 Issuer
Purchases of Equity Securities

 In
May and December of 2021, the Company's Board of Directors authorized the repurchase of up to $1 million of the currently outstanding
shares of the Company's common stock. Under the stock repurchase program, shares may be repurchased from time to time in the open
market or through negotiated transactions at prevailing market rates, or by other means in accordance with federal securities laws. Repurchases
will be made at management's discretion at prices management considers to be attractive and in the best interests of both the Company
and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses
for capital, and the Company's financial performance. Any open market purchases will be conducted in accordance with the limitations
set forth in Rule 10b-18 of Exchange Act and other applicable legal requirements. Repurchases may also be made under a Rule 10b5-1 plan.
There was no time frame or expiration date for the repurchase program, and such program was to remain in place until a maximum of $1.0
million of the Company's common stock had been repurchased or until such program was suspended or discontinued by the Board of
Directors. During Fiscal 2023 the Company did not repurchase or any shares of the Company's
common stock under the repurchase program.

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion of the Company's historical performance and financial condition should be read together with the consolidated
financial statements and related notes in "Item 8. Financial Statements and Supplemental Data" of this Report. This discussion
contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our
management. See "Cautionary Statement Regarding Forward-Looking Information" above. These statements by their nature are
subject to risks and uncertainties and are influenced by various factors. As a consequence, actual results may differ materially from
those in the forward-looking statements. See "Item 1A. Risk Factors" of this report for the discussion of risk factors. For
all periods presented, the consolidated statements of income and consolidated balance sheet data have been adjusted for the reclassification
of discontinued operations information, unless otherwise noted. All references to years relate to the calendar year ended December 31
of the particular year.

 Our
Management's Discussion and Analysis of Financial Condition and Results of Operations (the " MD&A ") is provided
in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations,
financial condition, and cash flows. MD&A is organized as follows:

 Plan
 of Operations. Summary of the Company's plan of operations for the next 12 months.

 Sources
 of Revenue. Summary of the main sources of Company revenue during the reported periods.

 Results
 of Operations. An analysis of our financial results comparing the years ended December 31, 2023, and 2022.

 Liquidity
 and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition.

 Critical
 Accounting Policies and Estimates. Accounting policies and estimates that we believe are important to understanding the assumptions
 and judgments incorporated in our reported financial results and forecasts.

 Recently
 Issued Accounting Standards. A summary of recently issued accounting standards affecting the Company, if any.

 Plan
of Operations

 We
had a working capital deficit of $8,803,293 as of December 31, 2023, compared to working capital deficit of $53,668 as of December
31, 2022. The decrease in working capital of $8,749,625 is related to decreases in cash and increases in liabilities. Below are
reasons for the decrease in working capital.

 Cash
 decreased approximately $943,000 from December 31, 2022 to December 31, 2023. The reasons for the
 decrease are as follows:

 $250,000
 repayments of debt, net of new debt issuances; and

 $733,694
 paid for interest expense related to the sale of future accounts receivable.

 Increases
 in current liabilities of approximately $9,409,564 from December 31, 2022 to December 31, 2023 were driven by the following main
 factors:

 $1,554,070
 increase in accounts payable balance as of December 31, 2023 compared to the comparable period;

 $1,138,310
 increase in the balance due on the sale of future accounts receivable as of December 31, 2023 compared to the comparable period;

 $6,363,333
 increase in the current portion of notes payable balance; and a

 $350,000
 increase in purchase price payable balance as of December 31, 2023 compared to the comparable period.

 With
our current cash on hand, expected revenues, and based on our current average monthly expenses, we anticipate the need for additional
funding in order to continue our operations at their current levels, and to pay the costs associated with being a public company, for
the next 12 months. We may require additional funding in the future to expand or complete acquisitions. The sources of this capital are expected to be equity
investments and notes payable. Our plan for the next twelve months is to continue development of the information technology used in the
Company subsidiaries. As our business continues to grow, customer feedback will be integral in making small adjustments to improve the
product and overall customer experience. We will require additional funding, we may seek to raise that through the sale of debt or equity,
which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we
are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues.

 Sources
of Revenue

2023 we had four main revenue streams:

 (1)
Trxade, Inc., our wholly-owned subsidiary, provides an online web-based buying and selling platform for licensed pharmaceutical wholesalers
(" Suppliers ") to sell products and services to licensed pharmacies (" Customers "). The Company charges
Suppliers a transaction fee, a percentage of the purchase price of the prescription drugs and other products sold through its website
service. The Company holds no inventory and assumes no responsibility for the shipment or delivery of any products or services from our
website. The Company considers itself an agent for this revenue stream and as such, reports revenue as net. Subsequent to December 31,
2023, we divested substantially all of our assets previously owned and operated by Trxade, Inc.

 (2)
Integra Pharma Solutions, LLC, our wholly-owned subsidiary, is a licensed wholesaler of brand, generic and non-drug products to Customers.
The Company takes orders for products, creates invoices for each order and recognizes revenue at the time the Customer receives the product.
Customer returns, to date, have not been material.

 (3)
Community Specialty Pharmacy, LLC, our wholly-owned subsidiary, is a licensed retail pharmacy. The Company fills prescriptions for drugs
written by a doctor and recognizes revenue at the time the patient confirms delivery of the prescription. Customer returns, to date,
have not been material. In August 2023 we sold our entire interest in Community Specialty Pharmacy, LLC.

 (4)
The Urgent Company, Inc., our wholly-owned subsidiary, is a retail and distribution provider of prepackaged, prepared foods. Subsequent to December 31, 2023, we divested our interest in The Urgent
Company, LLC.

 Results
of Operations

 For
the Year Ended December 31, 2023, compared to the Year Ended December 31, 2022

 The
following selected consolidated financial data should be read in conjunction with the consolidated financial statements and the notes
to these statements included in "Item 8. Financial Statements and Supplemental Data" of this Report. For all years presented,
the consolidated statements of income and consolidated balance sheet data set forth in this Form 10-K have been adjusted for the reclassification
of discontinued operations information, unless otherwise noted.

 Fiscal Year Ended

 Percentage

 2023

 2022

 Change

 Change

 Revenues

 $
 8,272,214

 $
 10,250,168

 (1,977,954
)

 (19.3
 %)

 Cost of sales

 5,673,957

 4,730,897

 943,060

 19.9
 %

 Gross profit

 2,598,257

 5,519,271

 (2,921,014
)

 (52.9
 %)

 Operating expenses:

 Loss on inventory investment

 -

 875,250

 (875,250
)

 (100
 %)

 Technology, research & development

 1,376,908

 993,185

 383,723

 38.6
 %

 Wages and salary

 2,698,178

 3,581,089

 (882,911
)

 (24.7
 %)

 Accounting and legal

 1,534,377

 829,751

 704,626

 84.9
 %

 Professional fees

 1,466,567

 466,735

 999,832

 214.2
 %

 Other general and administrative (less stock-based compensation expense)

 2,498,123

 1,355,946

 1,142,177

 84.2
 %

 Warrants and options expense

 287,510

 333,284

 (45,774
)

 (13.7
 %)

 Total operating expenses

 9,861,663

 8,435,240

 1,426,423

 16.9
 %

 Change in fair value of warrant liability

 (148,420
)

 825,544

 (973,964
)

 (118.0
 %)

 Interest, net

 (1,194,148
)

 (315,217
)

 (878,931
)

 278.8
 %

 Goodwill impairment

 (5,129,115
)

 -

 (5,129,115
)

 (100.0
 %)

 Gain on disposal of asset

 -

 2,200

 (2,200
)

 (100.0
 %)

 Other income

 14,543

 -

 14,543

 100.0
 %

 Net loss from operations

 $
 (13,720,546
)

 $
 (2,403,442
)

 $
 (11,317,104
)

 470.9
 %

 Loss on discontinued operations

 (4,123,028
)

 (1,506,426
)

 (2,616,602
)

 173.7
 %

 Net loss attributable to TRxADE Health, Inc.

 (17,843,574
)

 (3,472,099
)

 (14,371,475
)

 413.9
 %

 Net loss attributable to non-controlling interests

 -

 (437,769
)

 437,769

 (100.0
 %)

 Operations

 Our
revenues during the years ended December 31, 2023, and 2022 were mainly from the Trxade Inc. platform, Integra Pharma Solutions, and The Urgent Company. Revenues decreased $1,977,954 for fiscal year 2023, compared to the prior year's
revenue of $10,250,168. Trxade, Inc., revenue increased by $852,933 or 16% to $6,200,334, compared to $5,347,401, for the years ended
December 31, 2023, and 2022, which is attributable to a 16% increase in sales volume on the platform in 2023. Integra Pharma Solutions'
revenue decreased by $3,390,237, or 71%, which is attributable to decreased sales volume and pricing changes. The Trxade, Inc. platform
is a secondary marketplace for pharmaceuticals and medical supplies with consistent growth year over year.

 Cost
of sales was $5,673,957 and gross profit was $2,598,257, for the year ended December 31, 2023, compared to $4,730,897 and
$5,519,271, respectively, for the year ended December 31, 2022. The increase in cost of sales is attributed to the inventory costs
and inventory write-downs associated with The Urgent Company.

 Gross
profit as a percentage of sales was 31.4% for the year ended December 31, 2023, compared to 53.8% for the year ended December 31, 2022.
The reason for the decrease in gross profit as a percentage of sales was a result of increased inventory and cost of sales associated
with The Urgent Company.

 Technology,
research and development expenditures increased to $1,376,908 for the year ended December 31, 2023, compared to $993,185 for the
year ended December 31, 2022, as the Company continued to develop apps for customers and make improvements to our platform
technology.

 Professional
fees increased for the year ended December 31, 2023 by $999,832 to $1,466,567 compared to $466,735 for the year ended December 31,
2022. The increase in professional fees for the year ended December 31, 2023 related to the merger with Superlatus and purchase of
The Urgent Company.

 General and
administrative expenses (less stock-based compensation expense) increased for the year ended December 31, 2023 to $2,498,123
compared to $1,355,946 for the year ended December 31, 2022. The increase is largely driven by amortization expense related to
intangible assets acquired through the Sapientia Technologies acquisition.

 Total
stock-based compensation expense decreased by 13.7% or $45,774 to $287,510 from $333,284 for the year ended December 31, 2023, compared
to the prior year's period. The decrease was due to less common stock issued for services during the year ended December 31, 2023 compared to the year ended December
31, 2022.

 The
Company recognized a loss on inventory investment of $875,520 for the year ended December 31, 2022, in connection with COVID-19 test
kits that were purchased and could not be resold due to issues with the FDA.

 The
Company had interest expense, net, of $1,194,148 for the year ended December 31, 2023, compared to interest expense of $315,217 for the
year ended December 31, 2022. The increased interest expense is driven by the increases in the contingent funding liability due to additional
accounts receivable advances during the year ended December 31, 2023.

the year ended December 31, 2023, the Company recognized a loss from the change in the fair value of warrants of $148,420. During
the year ended December 31, 2022, the Company recognized a gain from the change in the fair value of warrants of $825,544.

 The Company recognized a goodwill impairment loss of $5,129,115 for the year ended December 31, 2023. The goodwill resulted from the
acquisition of Superlatus and was subsequently determined to be impaired based on the facts and circumstances surrounding the sale of
Superlatus on March 5, 2024.

 Net
loss from operations increased $11,317,104 to a net loss of $13,720,546 for the year ended December 31, 2023, compared to a net loss
of $2,403,442 for the year ended December 31, 2022. The increase in net loss is mainly due to the write-down of inventory due to
spoilage, increases in spending related to the merger transaction with Superlatus and purchase of TUC and goodwill impairment charges.

 Net
loss from discontinued operations increased $2,616,602 to a net loss of $4,123,028 for the year ended December 31, 2023, compared to
a net loss from discontinued operations of $1,506,426 for the year ended December 31, 2022.

 Liquidity
and Capital Resources

 Cash
and Cash Equivalents

 Cash
and cash equivalents were $151,908 as of December 31, 2023. We expect that our future available capital resources will consist primarily
of cash generated from operations, remaining cash balances, proceeds from potential asset divestitures or strategic transactions, borrowings,
and any additional funds raised through sales of debt and/or equity.

 Liquidity

 Cash,
current assets, current liabilities, short term debt and working capital at the end of each period were as follows:

2023

2022

 Cash

 $
 151,908

 $
 1,094,894

 Current assets (excluding cash)

 2,601,154

 998,229

 Current liabilities (excluding short term debt)

 5,026,355

 1,980,124

 Short term debt

 6,530,000

 166,667

 Working deficit

 (8,803,293
)

 (53,668
)

 Our
principal sources of liquidity during the years ended December 31, 2023 and 2022 have been cash provided by operations (internal source). During
the year ended December 31, 2023, sales of future receivables provided a principal source of liquidity. During the year ended December 31, 2022, equity capital and borrowings
under various debt arrangements (external source) and a stock placement deal of 920,000 shares. Our principal uses of cash have been
for operating expenses and research and development of our newer business units. We anticipate these uses will continue to be our
principal uses of cash in the future in addition to any necessary business acquisitions. We currently do not have any material
unused sources of liquid assets.

 Cash
decreased by $942,986 and other current assets increased by $1,602,925. The decrease in cash was primarily due to interest expense
associated with the sale of future receivables and net repayments of debt as well as the professional fees and accounting and legal expenses associated with the merger with Superlatus and
the acquisition of The Urgent Company. The increase in other current assets was primarily due
to a note receivable and other receivables from the sale of APS and CSP.

 Current liabilities
(excluding short term debt) increased by $3,046,231 from $1,980,124 to $5,026,355 for the year ended December 31, 2023. The
increase is primarily due to an increase in accounts payable and contingent
funding liabilities from the sale of future receivables.

 Liquidity
Outlook cash explanation

 Cash
Requirements

 Our
primary objectives for 2024 are to continue the development and operational expansion of Integra Pharma Solutions and to explore
strategic transactions, relationships or acquisitions to grow or operations whether in our legacy industry or outside of that
general industry. There can be no assurance that our operations will generate significant positive cash flow, or that additional
funds will be available to us, through borrowings or otherwise, on favorable terms if required in the future, or at all.

 We
estimate our operating expenses and working capital requirements for the next 12 months to be approximately as follows:

 Projected Expenses for 2024

 Amount

 General and administrative (1)

 $
 4,800,000

 Total

 $
 4,800,000

 (1)

 Includes
 wages and payroll, legal and accounting, marketing, rent and technology development.

 We
may require additional funding in the future to expand or complete acquisitions. The sources of this capital are expected to be equity
investments and notes payable. Our plan for the next twelve months is to continue using the same marketing and management strategies
to promote our Integra Pharma Solutions assets and operations, exploring strategic transactions involving our corporate assets, while
also seeking to expand our operations organically or through acquisitions, as funding and opportunities arise. As our business continues
to grow, customer feedback will be integral in making small adjustments to improve our products and overall customer experience. In the
event we require additional funding, we plan to raise that through the sale of debt or equity, which may not be available on favorable
terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital
moving forward, it may hurt our ability to grow and to generate future revenues.

 We
believe that we have adequate cash to implement our plan to operate a business-to-business web-based marketplace focused on the United
States pharmaceutical industry. Our core service is designed to bring the nation's independent pharmacies and accredited national
suppliers of pharmaceuticals together to provide efficient and transparent buying and selling opportunities.

 Cash
Flows

 The
following table summarizes our Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2023, and 2022:

 2023

 2022

 Change

 Percent Change

 Net loss from continuing operations

 $
 (13,720,546
)

 $
 (2,403,442
)

 $
 (11,317,104
)

 470.9
 %

 Net cash provided by (used in):

 Net cash (used in) operating activities from continuing operations

 (1,592,424
)

 (199,020
)

 (1,393,404
)

 700.1
 %

 Net cash (used in) operating activities from discontinued operations

 (481,177
)

 (1,365,648
)

 884,471

 (64.8
 %)

 Operating activities

 (2,073,601
)

 (1,564,668
)

 (508,933
)

 32.5
 %

 Net cash (used in) investing activities from continuing operations

 (344,454
)

 (427,845
)

 83,391

 (19.5
 %)

 Net cash provided by (used in) investing activities from discontinued operations

 68,737

 -

 68,737

 100.0
 %

 Investing activities

 (275,717
)

 (427,845
)

 152,128

 (35.6
 %)

 Net cash provided by (used in) financing activities from continuing operations

 1,906,332

 (35,171
)

 1,941,503

 (5,520.2
 %)

 Net cash provided by (used in) financing activities from discontinued operations

 (500,000
)

 -

 (500,000
)

 100.0
 %

 Financing activities

 1,406,332

 (35,171
)

 1,441,503

 (4,098.6
 %)

 Net change in cash

 $
 (942,986
)

 $
 (2,027,684
)

 $
 1,084,698

 (53.5
 %)

 Cash
used in operations for the fiscal year ended December 31, 2023 was $2,073,601. This compared to $1,564,668 of cash used in
operating activities for the fiscal year ended December 31, 2022. The increase in cash used in operations was mainly due to
increased professional fees and accounting and legal expense for the comparable period as a result of the merger with Superlatus and
the purchase of The Urgent Company, partially offset by decreased wages and salary expense due to the departure of two members of
management during 2023.

 Cash
used in investing activities for the year ended December 31, 2023 was $275,717. This compared to $427,845 of cash used in investing
activities for the year ended December 31, 2022. In 2023, the net cash used mainly related to net cash exchanged in acquisition and
disposals. During the year ended December 31, 2022, the cash was used for an investment in capitalized software for
Delivmeds.

 Cash
provided by financing activities for the year ended December 31, 2023 was $1,406,332 and cash used in financing activities
for the year ended December 31, 2022, was $35,171. The increase was mainly due to proceeds from the sale of future receivables.

 Known
Contractual and Other Obligations & Commitments

 In
addition to our long-term debt obligations to our various lenders, we have certain other known contractual working capital obligations,
including contractual purchase obligations related to various supply contracts, lease obligations, and other liabilities.

 The
following table summarizes our contractual obligations as of December 31, 2023:

 Payments due by Period

 Contractual Obligations

 Total

 Less than 1

 year

 1-3 years

 3-5 years

 More than 5

 years

 Operating lease obligations

 651,528

 187,935

 356,634

 106,959

 -

 Total Contractual obligations

 $
 651,528

 187,935

 356,634

 106,959

 -

 Off-Balance
Sheet Arrangements

 We
had no outstanding off-balance sheet arrangements as of December 31, 2023.

 Critical
Accounting Policies and Estimates

 Our
discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these
financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses for each
period. We consider an accounting estimate to be critical if the estimate requires us to make assumptions about matters that were uncertain
at the time the accounting estimate was made and if different estimates that we reasonably could have used in the current period, or
changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our financial
condition or results from operations. Below are the estimates that we believe are critical to the understanding of our operation results
and financial condition. Other accounting policies are described in Financial NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Because of the uncertainty inherent in such estimates, actual results may differ from these estimates.

 Allowance
for Doubtful Accounts

 We
provide short-term credit and other customer financing arrangements to customers who purchase our products. We estimate the receivables
for which we do not expect full collection based on historical collection rates and specific knowledge regarding the current creditworthiness
of our customers and record an allowance in our consolidated financial statements for these amounts.

 We
consider historical experience, the current economic environment, customer credit ratings or bankruptcies, and reasonable and supportable
forecasts to develop its allowance for doubtful accounts. Management reviews these factors quarterly to determine if any adjustments
are needed to the allowance.

 Reserve
methodologies are assessed annually based on historical losses and economic, business and market trends. In addition, reserves are reviewed
quarterly and updated if unusual circumstances or trends are present. We believe the reserves maintained and expenses recorded during the year ended December 31, 2023
are appropriate and consistent in the context of historical methodologies employed, as well as assessment of trends currently available.

Costs

 In
determining whether an inventory valuation allowance is required, we consider various factors including estimated quantities of slow-moving
inventory by reviewing on-hand quantities, outstanding purchase obligations and forecasted sales. Shifts in market trends and conditions,
changes in customer preferences due to the introduction of generic drugs or new pharmaceutical products or the loss of one or more significant
customers are factors that could affect the value of our inventories. We write down inventories which are considered excess and obsolete
as a result of these reviews. These factors could make our estimate of inventory valuation differ from actual results.

 Business
Combinations

 We
account for business combinations using the acquisition method of accounting whereby the identifiable assets and liabilities of the acquired
business, as well as any noncontrolling interest in the acquired business, are recorded at their estimated fair value as the date that
we obtain control of the acquired business. Any purchase consideration in excess of the fair values of the net assets acquired is recorded
as goodwill. Acquisition-related expenses and related restructuring costs are expensed as incurred.

 Several
valuation methods may be used to determine the fair value of the assets acquired and liabilities assumed. For intangible assets, we typically
use a method that is a form of variation of the income approach, whereby a forecast of future cash flows attributable to the asset are
discounted to present value using a risk-adjusted discount rate. Some of the more significant estimates and assumptions inherent in the
income approach include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent
in the future cash flows and the assessment of the asset's expected useful life.

 Goodwill

 We
perform an impairment test on goodwill balances annually in the third quarter and more frequently if indicators for potential impairment
exist. Indicators that are considered include significant declines in performance relative to expected operating results, significant
changes in the use of the assets, significant negative industry or economic trends, or a significant decline in the Company's stock
price and/or market capitalization for a sustained period of time.

 Goodwill
impairment testing is conducted at the reporting unit level, which is generally defined as an operating segment or a component, one level
below our operating segment, for which discrete financial information is available and segment management regularly reviews the operating
results of the reporting unit.

 To
estimate the fair value of our reporting units, we generally use a combination of the market approach and the income approach. Under
the market approach, we estimate fair value by comparing the business to similar business, or guideline companies whose securities are
actively traded in public markets. Under the income approach, we use a discounted cash flow (" DCF ") model in which
cash flows anticipated over several periods, plus a terminal value at the end of that time horizon, are discounted to their present value
using an appropriate rate that is commensurate with the risk inherent within the reporting unit. In addition, we compare the aggregate
of the reporting units' fair values to our market capitalization as further corroboration of the fair values.

 Estimates
of fair value result from a complex series of judgements about future events and uncertainties and rely heavily on estimates and assumptions
at a point in time. Judgements made in determining an estimate of fair value may materially impact our results of operations. The valuations
are based on information available as of the impairment testing date and are based on expectations and assumptions that have been deemed
reasonable by management. Any material changes in key assumptions, including failure to meet business plans, negative changes in government
reimbursement rates, deterioration in the U.S. and global financial markets, an increase in interest rates or an increase in the cost
of equity financing by market participants within the industry or other unanticipated events and circumstances, may decrease the projected
cash flows or increase the discount rate and could potentially result in an impairment charge. Under the market approach, significant
estimates and assumptions also include the selection of appropriate guideline companies and the determination of appropriate valuation
multiples to apply to the reporting unit. Under the income approach, significant estimates and assumptions also include the determination
of discount rates. The discount rates represent the weight-average cost of capital measuring the reporting unit's cost of debt
and equity financing, which are weighted by the percentage of debt and percentage of equity in a company's target capital structure.
Included in the estimate of the weight-average cost of capital is the assumption of an unsystematic risk premium to address the incremental
uncertainty related to the reporting units' future cash flow projections. An increase in the unsystematic risk premium increases
the discount rate.

 Valuation
of Equity Method Investments

 We
evaluate our investments for other-than-temporary impairments when circumstances indicate those assets may be impaired. When the decline
in value is deemed to be other than temporary, an impairment is recognized to the extent that the fair value is less than the carrying
value of the investment. We consider various factors in determining whether a loss in value of investment is other than temporary including:
the length of time and the extent to which the fair value has been below the cost, the financial condition of the investees, and our
intent and ability to retain the investment for a period of time sufficient to allow for recovery of value. Management makes certain
judgments and estimates in its assessment including but not limited to: identifying if circumstances indicate a decline in value is other
than temporary, expectations about the business operations of investees, as well as industry, financial, and market factors. Any significant
changes in assumptions or judgments in assessing impairments could result in an impairment charge.

 Income
Taxes

 Our
income tax expenses, and deferred tax assets and liabilities reflect management's best assessment of estimated current and future
taxes to be paid. We are subject to income taxes in the U.S. Significant judgments and estimates are required in determining the consolidated
income tax provision and in evaluating income tax uncertainties. We review our tax positions at the end of each quarter and adjust the
balances as new information becomes available.

income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating
our ability to recover our deferred tax assets, we consider all available positive and negative evidence including our past operating
results, the existence of cumulative net operating losses in the most recent years, and our forecast of future taxable income. In estimating
the future taxable income, we develop assumptions including the amount of future federal operating income, the reversal of temporary
differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about
the forecasts of future taxable income and are consistent with the plans and estimate we use to manage the underlying businesses.

 Changes
in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Should tax laws change, our tax expense
and cash flows could be materially impacted.

 Loss
Contingencies

 We
may be subject to various claims, including claims with customers and vendors, pending and potential legal actions for damages, investigations
relating to laws and regulations and other matters arising out of the normal conduct of our business. When a loss is considered probably
and reasonably estimable, we record a liability in the amount of our best estimate for the ultimate loss. However, the likelihood of
a loss with respect to a particular contingency is often difficult to predict and determining a meaningful estimate of the loss or a
range of loss may not be practicable based on the information available and the potential effect of future events and decisions by third
party that will determine the ultimate resolution of the contingency. Moreover, it is not uncommon for such matters to be resolved over
many years, during which time relevant developments and new information must be reevaluated at least quarterly to determine both the
likelihood of potential loss and whether it is possible to reasonably estimate a range of possible loss. When a material loss is reasonably
possible or probably, but a reasonable estimate cannot be made, disclosure of the proceeding is provided. Legal fees are recognized as
incurred when the legal services are provided.

 We
review all contingencies at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable
estimate of the potential loss or range of the loss can be made. As discussed above, development of a meaningful estimate of loss or
a range of potential loss is complex when the outcome is directly dependent on future negotiations with our decision by third parties,
such as regulatory agencies, the court system and other interest parties.

 Stock-Based
Compensation

 We
account for stock-based compensation to employees in accordance with ASC 718, " Compensation-Stock Compensation ". ASC
718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock
options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is
required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date
of employee termination. Effective January 1, 2019, the Company adopted ASU 2018-07 for the accounting of share-based payments granted
to non-employees for goods and services.

 Recently
Issued Accounting Standards

 For
more information on recently issued accounting standards, see " Note 2 - Summary of Significant Accounting Policies ",
 to the Notes to Consolidated Financial Statements included herein under " Item 8. Financial Statements and Supplemental Data ".

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as
it is a " smaller reporting company, " as defined by Rule 229.10(f)(1).

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTAL DATA

 TABLE
OF CONTENTS TO FINANCIAL STATEMENTS

Financial Statements

 Table
of Contents

 Report of Independent Registered Public Accounting Firm (Firm ID: 6866)

 Report of the Independent Registered Public Accounting Firm (MaloneBailey,
LLP, Houston, Texas, Firm ID: 00206)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of TRxADE HEALTH Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of TRxADE Health, Inc. (the Company) as of December 31, 2023, and the related
consolidated statements of operations, stockholders' equity, and cash flows for the year then ended, and the related notes (collectively
referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended then ended,
in conformity with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 Emphasis
of a matter – Going concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described
in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,
providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Fair
value of acquired intangible assets

 Description
of the matter

 As
discussed in Note 1 and Note 3 to the consolidated financial statements, on July 31, 2023, the Company acquired Superlatus, Inc. in a
transaction accounted for as a business combination. As a result of the transaction, the Company recognized acquired technology associated
with the generation of future income. The acquisition-date fair value of the acquired technology was $9.8 million.

 We
identified the evaluation of the acquisition-date fair value of the acquired technology as a critical audit matter. A high degree of
subjective auditor judgment was required to evaluate the key assumptions within the discounted cash flows model used to estimate the
acquisition-date fair value of the acquired technology, specifically the revenue growth rate, margin, and discount rate. There was limited
observable market information related to these assumptions and the estimated acquisition-date fair value of the acquired technology was
sensitive to minor changes in such assumptions.

 How
We Addressed the Matter in our Audit

 The
following are the primary procedures we performed to address this critical audit matter.

 We
 evaluated the Company's revenue growth rate and margin assumptions by comparing them to the pre-acquisition budget and the
 Company's historical financial results.

 We
 evaluated the discount rate used by comparing it to a discount rate that was developed using publicly available market data for comparable
 entities.

 We
 compared the revenue growth rate, margin, to those of comparable entities

 We
 validated the mathematical accuracy of the management's calculations.

 Impairment
of Goodwill

 Description
of the Matter

 As
reflected in the Company's consolidated financial statements at December 31, 2023, the Company impaired all goodwill as of December
31, 2023. As disclosed in Notes 1 to the consolidated financial statements, goodwill is tested for impairment at least
annually or more frequently if indicators of impairment require the performance of an interim impairment assessment. As a result of these
assessments, management concluded that there was an impairment to goodwill for the year ended December 31, 2023, in the amount of $5.1
million.

 Auditing
management's impairment tests of goodwill is complex and highly judgmental due to the significant measurement uncertainty in determining
the fair values of the reporting units. In particular, the fair value estimates of the reporting units were sensitive to changes in significant
assumptions such as discount rates, revenue growth rates, operating margins, estimated spending on capital expenditures, terminal growth
rates, and comparable company specific information. These assumptions are affected by current and expected future market or economic
conditions.

 How
We Addressed the Matter in our Audit

 Our
audit procedures related to the selection of the discount rates used and forecasts of future net sales, operating margins, operating
expenses, and other market and economic data of the reporting units, involved:

 Obtaining
 an understanding of the Company's process and related controls to evaluate goodwill for impairment.

 Evaluating
 the reasonableness of managements forecasts of future net sales, operating margins, and operating expenses by comparing the forecasts
 to historical results, marketing plans relevant economic factors, and other comparable company and industry information.

 /s/
 CM3 Advisory

 We have served as the Company's auditor since 2023

 San Diego, California

 April 22, 2024

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of TRxADE HEALTH, INC. (the "Company") as of December 31, 2022,
and the related statements of operations, stockholders' equity, and cash flows for the year then ended, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern Matter

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described
in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 /s/
 MaloneBailey, LLP

 www.malonebailey.com

 We
have served as the Company's auditor from 2013 to 2023.

 Houston,
Texas

 March
27, 2023

Balance Sheets

 December
31, 2023 and 2022

 2023

 2022

 Assets

 Current Assets

 Cash

 $
 151,908

 $
 1,094,894

 Accounts receivable, net

 821,804

 629,921

 65,523

 Prepaid assets

 107,774

 104,461

 Notes receivable

 1,300,000

 -

 Other receivables

 370,608

 -

 Current assets of discontinued operations

 -

 198,324

 Total Current Assets

 2,753,062

 2,093,123

 Property, plant and equipment, net

 277,009

 65,214

 Intangible assets and capitalized software, net

 8,962,688

 -

 Security deposits

 10,531

 49,029

 Operating lease right-of-use assets

 529,623

 1,051,815

 Noncurrent assets of discontinued operations

 -

 450,845

 Total Assets

 $
 12,532,913

 $
 3,710,026

 Liabilities and Shareholders' Equity

 Current Liabilities

 Accounts payable

 2,082,054

 527,984

 Accrued liabilities

 400,987

 271,230

 Other current liabilities

 70,310

 67,517

 Contingent funding liabilities

 1,246,346

 108,036

 Lease liabilities – current portion

 139,705

 196,872

 Notes payable – current portion

 6,530,000

 166,667

 Warrant liability

 736,953

 588,533

 Purchase price payable

 350,000

 -

 Current liabilities of discontinued operations

 -

 219,952

 Total Current liabilities

 11,556,355

 2,146,791

 Long Term Liabilities

 Lease liabilities – net of current portion

 409,205

 887,035

 Notes payable

 333,333

 Total Liabilities

 11,990,560

 3,367,159

 Stockholders' Equity

 Series A preferred stock, $ 0.00001 par value; 9,211,246 shares authorized;
 none issued and outstanding as of December 31, 2023 and December 31, 2022

 -

 -

 Series B preferred stock, $ 0.00001 par value; 787,754 shares authorized;
 15,759 outstanding as of December 31, 2023, and none as December 31, 2022

 -

 -

 Series C preferred stock, $ 0.00001 par value; 1,000 shares authorized;
 290 issued and outstanding as of December 31, 2023, and none as of December 31, 2022

 -

 -

 Preferred stock value

 Common stock, $ 0.00001 par value; 100,000,000 shares authorized; 905,008, and 626,247 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 Additional paid-in capital

 33,788,284

 20,482,666

 Retained deficit

 ( 33,245,940
)

 ( 19,719,536
)

 Total TRxADE Health, Inc stockholders' equity

 542,353

 763,136

 Non-controlling interest in subsidiary

 -

 ( 420,269
)

 Total stockholders' equity

 542,353

 342,867

 Total Liabilities and Stockholders' Equity

 $
 12,532,913

 $
 3,710,026

 The
accompanying notes are an integral part of the consolidated financial statements.

Statements of Operations

 Years
Ended December 31, 2023 and 2022

 2023

 2022

 Years Ended December 31,

 2023

 2022

 Revenues

 $
 8,272,214

 $
 10,250,168

 Cost of sales

 5,673,957

 4,730,897

 Gross Profit

 2,598,257

 5,519,271

 Operating Expenses:

 Loss on inventory investment

 -

 875,250

 Wage and salary expense

 2,698,178

 3,581,089

 Professional fees

 1,466,567

 466,735

 Accounting and legal expense

 1,534,377

 829,751

 Technology expense

 1,376,908

 993,185

 General and administrative

 2,785,633

 1,689,230

 Total operating expenses

 9,861,663

 8,435,240

 Operating Loss

 ( 7,263,406
)

 ( 2,915,969
)

 Nonoperating Income (Expense)

 Change in fair value of warrant liability

 ( 148,420
)

 825,544

 Interest income

 4,198

 20,989

 Goodwill impairment

 ( 5,129,115
)

 -

 Gain on disposal of asset

 -

 2,200

 Other income

 14,543

 -

 Interest expense

 ( 1,198,346
)

 ( 336,206
)

 Total nonoperating income (expense)

 ( 6,457,140
)

 512,527

 Net loss from continuing operations

 ( 13,720,546
)

 ( 2,403,442
)

 Net loss on discontinued operations

 ( 4,123,028
)

 ( 1,506,426
)

 Net Loss

)

 ( 3,909,868
)

 Net loss attributable to TRxADE Health, Inc.

)

 ( 3,472,099
)

 Net loss attributable to non-controlling interests

 -

 ( 437,769
)

 Net loss per common share from continuing operations

 Basic

 $
 ( 17.96
)

 $
 ( 3.48
)

 $
 ( 5.76
)

 $
 ( 3.47
)

 Net loss per common share from discontinued operations

 Basic

 $
 ( 5.40
)

 $
 ( 2.67
)

 $

 ( 1.73
)

 $
 ( 2.66
)

 Net loss attributable to common stockholders

 Basic

 $
 ( 23.35
)

 $
 ( 6.15
)

 $

 ( 7.49
)

 $
 ( 6.13
)

 Weighted average common shares outstanding

 Basic

 764,058

 564,862

 2,381,443

 566,609

 The
accompanying notes are an integral part of the consolidated financial statements.

Statements of Changes in Stockholders' Equity

 Years
Ended December 31, 2023 and 2022

 Series
 B
Preferred Stock

 Series C Preferred

 Stock

 Common Stock

 Additional

 Non-Controlling

 Total

 Shares

 $
 Amount

 Shares

 $

 Amount

 Shares

 $
 Amount

 Paid-in
 Capital

 Accumulated

 Deficit

 Interest in Subsidiary

 Stockholders'

 Equity

 Balance at December 31, 2021

 -

 $
 -

 -

 $

 -

 544,430

 $

 $
 20,017,605

 $
 ( 16,247,437
)

 $
 -

 $
 3,770,173

 Capital Contributions

 -

 -

 -

 -

 -

 -

 -

 -

 Capital Distribution

 -

 -

 -

 -

 -

 -

 -

 -

 ( 775,000
)

 ( 775,000
)

 Common stock issued for services

 -

 -

 -

 -

 19,511

 -

 254,106

 -

 -

 254,106

 Common stock issued for placement, net issuance costs

 -

 -

 -

 61,334

 130,917

 -

 -

 130,918

 Warrants exercised for cash

 -

 -

 -

 -

 -

 -

 -

 Options expense

 -

 -

 -

 -

 -

 -

 79,163

 -

 -

 79,163

 Net loss

 -

 -

 -

 -

 -

 -

 -

 ( 3,472,099
)

 ( 437,769
)

 ( 3,909,868
)

 Balance at December 31, 2022

 -

 $
 -

 -

 $

 -

 626,247

 $

 $
 20,482,666

 $
 ( 19,719,536
)

 $
 ( 420,269
)

 $
 342,867

 Balance

 -

 $
 -

 626,247

 $

 $
 20,482,666

 $
 ( 19,719,536
)

 $
 ( 420,269
)

 $
 342,867

 Common stock issued for services

 -

 -

 -

 -

 38,480

 -

 257,772

 -

 -

 257,772

 Warrants exercised for cash

 -

 -

 -

 -

 41,911

 1,621

 -

 -

 1,622

 Options expense

 -

 -

 -

 -

 -

 -

 29,738

 -

 -

 29,738

 Reverse split rounding adjustment

 -

 -

 -

 -

 21,929

 -

 -

 -

 -

 -

 Disposition of assets

 -

 -

 -

 -

 -

 -

 -

 4,317,170

 420,269

 4,737,439

 Shares issued pursuant to merger agreement

 15,759

 -

 -

 -

 136,441

 12,500,088

 -

 -

 12,500,089

 Shares issued pursuant to securities purchase agreement

 -

 -

 -

 40,000

 516,399

 -

 -

 516,400

 Net loss

 -

 -

 -

 -

 -

 -

 -

)

 -

)

 Balance at December 31, 2023

 15,759

 $
 -

 $

 -

 905,008

 $

 $
 33,788,284

 $
 ( 33,245,940
)

 $
 -

 $
 542,353

 Balance

 15,759

 $
 -

 -

 905,008

 $

 $
 33,788,284

 $
 ( 33,245,940
)

 $
 -

 $
 542,353

 The
accompanying notes are an integral part of the consolidated financial statements.

Statements of Cash Flows

 Years
ended December 31, 2023 and 2022

 2023

 2022

 Cash flows from operating activities:

 Net loss

 $
 ( 13,720,546
)

 $
 ( 2,403,442
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation expense

 19,375

 13,486

 Options expense

 29,738

 79,163

 Common stock issued for services

 257,772

 254,106

 Bad debt expense

 -

 ( 246,683
)

 Loss on write-off of intangible asset

 -

 Loss on inventory investment

 -

 875,250

 Goodwill impairment

 5,129,115

 -

 Loss on inventory investments

 -

 -

 Gain on sale of asset

 -

 ( 2,200
)

 Amortization of right-of-use assets

 215,665

 181,218

 Amortization of intangible assets

 814,790

 -

 Changes in operating assets and liabilities:

 Accounts receivable, net

 ( 293,784
)

 369,932

 Prepaid assets and deposits

 38,367

 335,066

 4,232,947

 ( 51,737
)

 Other receivables

 ( 254,924
)

 ( 875,250
)

 Right-of-use assets

 306,527

 -

 Lease liability

 ( 534,997
)

 ( 164,618
)

 Accounts payable

 1,607,625

 199,833

 Accrued liabilities

 58,692

 ( 211,694
)

 Purchase price payable

 350,000

 -

 Current liabilities

 2,794

 67,517

 Warrant liability

 148,420

 588,533

 Net cash used in operating activities from continuing operations

 ( 1,592,424
)

 ( 199,020
)

 Net cash used in operating activities from discontinued operations

 ( 481,177
)

 ( 1,365,648
)

 Cash flows from investing activities:

 Funds acquired through acquisitions

 ( 344,454
)

 -

 Proceeds from sale of fixed assets

 -

 Investment in capitalized software

 -

 -

 Net cash (used in) investing activities from continuing operations

 ( 344,454
)

 Net cash provided by investing activities from discontinued operations

 68,737

 ( 428,594
)

 Cash flows from financing activities:

 Proceeds from the issuance of debt

 400,000

 -

 Repayment of debt

 ( 150,000
)

 -

 Repayment of contingent liability

 ( 1,043,107
)

 ( 716,964
)

 Proceeds from sale of future revenue

 2,181,417

 825,000

 Proceeds from exercise of stock options

 -

 -

 Proceeds from exercise of warrants

 1,622

 Proceeds from securities purchase agreement

 516,400

 -

 Proceeds from issuance of common stock, net of issuance costs

 -

 130,918

 Net cash provided by (used in) financing activities from continuing operations

 1,906,332

 239,829

 Net cash (used in) financing activities from discontinued operations

 ( 500,000
)

 ( 275,000
)

 Net decrease in cash

 ( 942,986
)

 ( 2,027,684
)

 Cash at beginning of the year

 1,094,894

 3,122,578

 Cash at end of the period

 $
 151,908

 $
 1,094,894

 Supplemental disclosure of cash flow information

 Cash paid for interest, net

 $
 733,694

 $
 336,206

 Cash paid for income taxes

 $
 -

 $
 -

 Non-Cash Transactions

 Insurance premium financed

 $
 306,152

 $
 220,354

 Note issued as SOSRx contribution

 -

 $
 500,000

 Not cancelled from SORx agreement termination

 $
 500,000

 -

 Intangible asset contribution from non-controlling interest

 $
 -

 $

 Disposition of assets, related party

 $
 492,030

 -

 Issuance of note receivable

 $
 1,300,000

 $
 -

 The
accompanying notes are an integral part of the consolidated financial statements.

 Notes
to Consolidated Financial Statements

 For
the years ended December 31, 2023 and 2022

 NOTE
1 – ORGANIZATION AND BASIS OF PRESENTATION

 Overview

HEALTH, INC. (" we ", " our ", " Trxade ", and the " Company ")
owns as of December 31, 2023, 100 %
of Trxade, Inc. and Integra Pharma Solutions, LLC, Bonum Health,
LLC, Superlatus, Inc. and its wholly-owned subsidiaries, Sapientia Technologies, LLC ("Sapientia"), Superlatus Food
Service Holding Company, Superlatus PD Holding Company, and The Urgent Company, Inc. On July 31, 2023, the Company completed a merger
transaction that resulted in with Superlatus, Inc. becoming a wholly owned subsidiary of the Company (see "Merger",
below). On September 27, 2023, the Company acquired The Urgent Company, Inc. and its related subsidiaries (see Note 3).

the year ended December 31, 2023, Trxade, Inc., operated a web-based market platform that enables commerce among healthcare buyers and
sellers of pharmaceuticals, accessories and services.

 Integra
Pharma Solutions, LLC ("IPS", d.b.a. Trxade Prime), is a licensed pharmaceutical wholesaler and sells brand, generic and
non-drug products to customers. IPS customers include all healthcare markets including government organizations, hospitals, clinics and
independent pharmacies nationwide.

 Community
Specialty Pharmacy, LLC, ("CSP") is an accredited independent retail pharmacy with a focus on a community-based model offering
home delivery services to patients.

 Alliance
Pharma Solutions, LLC ("APS", d.b.a. DelivMeds) is currently being rebranded and the consumer-based app is still being developed.
To date, the Company has not generated any revenue from this product.

 On
January 20, 2023, the Company entered into Membership Interest Purchase Agreements to sell 100 % of the outstanding membership interests
of the Company's subsidiaries, CSP and APS. The Company will receive consideration in the amount of $ 125,000 for APS and $ 100,000
for CSP. The Company also agreed to enter into a Master Service Agreement to operate the businesses prior to closing. Additional amounts
owed to the Company as a result of this Master Service Agreement totaled $ 1,075,000 as of the closing date of August 22, 2023 (see Note
3 and Note 7).

 Bonum
Health, LLC ("Bonum Health"), was formed to hold certain telehealth assets acquired in October 2019. The "Bonum Health
Hub" was launched in February 2020; however, the Company does not anticipate installations moving forward. The Bonum Health mobile
application is available on a subscription basis, primarily as a stand-alone telehealth software application that can be licensed on
a business-to-business (B2B) model to clients as an employment health benefit for the clients' employees.

 SOSRx,
LLC ("SOSRx") was formed on February 15, 2022. The Company entered into a relationship with Exchange Health, LLC ("Exchange
Health"), a technology company providing an online platform for manufacturers and suppliers to sell and purchase pharmaceuticals.
SOSRx, a Delaware limited liability company, was formed, which was owned 51 % by the Company and 49 % by Exchange Health. SOSRx did not
generate material revenue and in February of 2023, the Company voluntarily withdrew from the joint venture agreement. As part of the
voluntary withdrawal the Company has recorded a loss of $ 352,244 from disposal of assets, which is included in net loss on discontinued
operations in the audited consolidated statement of operations in the amount of for the year ended December 31, 2023.

 Merger

 On
July 14, 2023, the Company entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") with
Superlatus, Inc., a U.S.-based holding company of food products and distribution capabilities ("Superlatus") and Foods Merger
Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub").

 Superlatus
is a diversified food technology company with distribution capabilities and systems to optimize food security and population health via
innovative Consumer Packaged Goods ("CPG") products, agritech, foodtech, plant-based proteins and alt-protein and includes
wholly-owned subsidiary, Sapientia, Inc. ("Sapientia"), a food tech business.

 On
July 31, 2023 (the "Closing Date"), the Company completed its acquisition of Superlatus in accordance with the terms and
conditions of the Merger Agreement (the "Merger"), pursuant to which the Company acquired Superlatus by way of a merger of
the Merger Sub with and into Superlatus, with Superlatus being a wholly owned subsidiary of the Company and the surviving entity in the
Merger.

 Under
the terms of the Merger Agreement, at the closing of the Merger (the "Closing"), shareholders of Superlatus received in aggregate
 136,441 shares of common stock of the Company, representing 19.99 % of the then total issued and outstanding common stock of the Company
after the consummation of the Merger and 306,855 shares of Company's Series B Preferred Stock, par value $ 0.00001 per share (the
"Series B Preferred Stock"), with a conversion ratio of 100 shares of Series B Preferred Stock to one share of common stock.
At Closing, the value of the common stock was $ 7.30 per share, resulting in a total value of $ 225,000,169. Upon consummation of the Merger,
the Company continued to trade under the current ticker symbol "MEDS."

 As
a condition and inducement to Superlatus' willingness to enter into the Merger Agreement, on June 28, 2023, Suren Ajjarapu and
Prashant Patel (the "Principal Stockholders") entered into an agreement with TRxADE (the "Stock Swap Agreement"),
pursuant to which, TRxADE was to transfer all of the shares or membership interest of the operating subsidiaries currently owned by TRxADE
to Principal Stockholders, in exchange for Suran Ajjarapu to surrender 85,000 share of common stock of TRxADE and Prashant Patel to surrender
 81,666 shares of the common stock of TRxADE (the "Stock Swap Transaction"). The closing of the Stock Swap Transaction was
to take place simultaneously with the approval of TRxADE stockholders of the conversion of the Series B preferred stock into common stock.
As of the date of this filing, TRxADE stockholders have not approved the conversion.

 In
connection with the Merger, effective one (1) business day immediately prior to the Closing Date (the "MEDS Rights Record Date"),
the Company issued to the shareholders of the Company as of the MEDS Rights Record Date, including the independent directors who are
entitled to certain amount of common stock of the Company in connection with their 2023 annual compensation and regardless of whether
the common stock has been issued or vest before the MEDS Rights Records Date (collectively, the "MEDS Rights Shareholders")
a non-transferrable right to receive one share of common stock of the Company at no cost (the "MEDS Rights"), with seven
(7) MEDS Rights issued per share of common stock of the Company held as of the MEDS Rights Record Date, conditioned upon their execution
of a Registration Rights Agreement. Such issuances will be made in reliance on the exemption from registration pursuant to Section 3(a)(9)
or Section 4(a)(2) of the Securities Act, Regulation D under the Securities Act promulgated thereunder, and corresponding provisions
of state securities or "blue sky" laws. The MEDS Rights are not actionable or transferable until registration; provided they
become transferable one year after the date of the Merger if no registration has occurred. As of the date of this filing, no MEDS Rights
shares have been issued.

 Not
all of the closing conditions of the Merger Agreement were met. As a result, the Company entered into Amendment No. 1 to the Amended
and Restated Agreement and Plan of Merger (the "Amendment") on January 8, 2024. Under the terms of the Amendment, the merger
consideration to the shareholders of Superlatus was adjusted to the aggregate of 136,441 shares of common stock of the Company, representing
 19.99 % of the total issued and outstanding common stock of the Company after the consummation of the Merger and 15,759 shares of Company's
Series B Preferred Stock, par value $ 0.00001 per share (the "Series B Preferred Stock"), with a conversion ratio of 100 shares
of Series B Preferred Stock to one share of common stock. At Closing, the value of the common stock was $ 7.30 per share, resulting in
a total value of $ 12,500,089. Additionally, the shareholders of Superlatus agreed to surrender back to the Company 291,096 shares of
the Company's Series B Preferred Stock. In March 2024 the Company divested of its interest in Superlatus and, among other things,
the Stock Swap Transaction in not expected to occur.

 Basis
of Presentation and Principles of Consolidation

 The
Company's consolidated financial statements include the accounts of TRxADE HEALTH, INC., Trxade, Inc., Integra Pharma Solutions,
Inc., Bonum Health, LLC, Superlatus, Inc., Sapientia Technologies, LLC and The Urgent Company, Inc. The accompanying consolidated financial
statements of TRxADE HEALTH, Inc. have been prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP") and the rules of the SEC. All significant intercompany accounts and transactions have been eliminated.

 Use
of Estimates

 The
preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue
and expenses in the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various
other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and adversely from its estimates. To the extent there are material
differences between estimates and the actual results, future results of operations will be affected. Significant estimates for the years ended December 31, 2023 and 2022 include the valuation of intangible assets, including goodwill.

 Fair
value of financial instruments

 The
carrying amounts for cash, accounts receivable, accounts payable, accrued liabilities, and other current liabilities approximate their
fair value because of their short-term maturity.

 Stock
Split

June 21, 2023, the Company executed a 1:15 reverse stock split for stockholders of record on that date. This was executed to comply with
the Nasdaq Listing Rule 5550(a)(2) to have the price of the stock above $ 1.00.

 Recently
Issued Accounting Pronouncements

 In
June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13,
"Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13").
ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration
of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years
beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 effective January
1, 2023. The Company determined that the update applied to trade receivables, but that there was no material impact to the consolidated
financial statements from the adoption of ASU 2016-13.

 In
August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)". This ASU reduces the number of accounting models for convertible
debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity's
own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings
per share guidance. This standard is effective for us on January 1, 2022, including interim periods within those fiscal years. Adoption
is either a modified retrospective method or a fully retrospective method of transition. The adoption of ASU 2020-06 did not have a material
impact on the consolidated financial statements.

 Accounts
Receivable, net

 On
January 1, 2023, the Company adopted ASU 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments" and its related amendments using the prospective method. The new standard requires the use of a current
expected credit loss impairment model to develop and recognize credit losses for financial instruments at amortized cost when the asset
is first originated or acquired, and each subsequent reporting period.

 The
Company's receivables are from customers and are typically collected within 90 days. The Company determines the allowance based
on known troubled accounts, historical experience, and other currently available evidence.

 The
Company had an account receivable with a single customer, GSG PPE, LLC ("GSG"), for the amount of $ 630,000, which was past
due. The Company had obtained a Note Receivable which was due on September 30, 2021 and remained unpaid. The Company did not believe
the amount to be collectible without legal actions, and therefore, recorded bad debt expense reflected on the consolidated statement
of operations during the year ended December 31, 2021. The note was not paid pursuant to its terms and the Company had filed a suit to
collect on the note and the personal guaranty securing the note. The Company settled the lawsuit in June of 2022. During the years
ended December 31, 2023, and 2022, there was a bad debt recovery from the GSG lawsuit of $ 32,074 and $ 98,841 respectively.

 Other
Receivables, net

 The
Company's other receivables balance is from one vendor. On May 20, 2022, effective as of May 18, 2022, Community Specialty Pharmacy,
LLC ("CSP") entered into an agreement to acquire COVID-19 testing kits from a third-party vendor for an aggregate of $ 1,200,000,
of which $ 875,000
 was paid on May 23, 2022. The Company received
the COVID-19 testing kits in July 2022. On August 18, 2022, the Company was informed by the vendor that the vendor had received a letter
from the U.S. Food and Drug Administration ("FDA") that the COVID-19 test kits were misbranded under Section 502(o) of the
Federal Food, Drug, and Cosmetic Act ("FDC Act") (21 USC 352(o)) and adulterated under Section 501(f) of the FDC Act (21
USC 351(f)). Furthermore, the vendor informed the Company that the letter from the FDA also stated that because of the FDA's prohibition
on the distribution of adulterated and/or misbranded devices applies to all parties along the distribution chain, the FDA was advising
the vendor against furthering the distribution of the COVID-19 test kits in interstate commerce. The company wrote the amount off as
a loss of inventory as of December 31, 2022. As of December 31, 2023, and December 31, 2022, the balance of this receivable was $ 0.

 On
August 22, 2023, the Company completed the sale of CSP and APS (see Note 3). The net balance due to the Company from these entities,
in excess of the Note Receivable (see Note 6), was $ 370,608 as of December 31, 2023.

 Acquisitions

 The
Company accounts for acquisitions and investments in businesses as business combinations if the target meets the definition of a business
and (a) the target is a variable interest entity ("VIE") and the Company is the target's primary beneficiary, and therefore
the Company must consolidate its financial statements, or (b) the Company acquires more than 50% of the voting interest of the target
and it was not previously consolidated. The Company records business combinations using the acquisition method of accounting, which requires
all the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price
over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill.

 The
application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions
in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration
between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and
liabilities assumed are based on management's estimates and assumptions, as well as other information compiled by management, including
valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited
to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost
savings expected to be derived from acquiring an asset, if applicable.

 If
the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the Company's financial
statements may be exposed to potential impairment of the intangible assets and goodwill.

 If
the Company's investment involves the acquisition of an asset or group of assets that does not meet the definition of a business,
the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalizing transaction
costs, and does not result in the recognition of goodwill.

 Intangible
Assets and Goodwill

 The
Company tests indefinite-lived intangible assets for impairment on an annual basis or whenever events or changes occur that would more-likely-than
not reduce the fair value of the indefinite-lived intangible asset below its carrying value between annual impairment tests. Any indefinite-lived
intangible asset assessment is performed at the Company level.

 The Company recognized a goodwill impairment loss of $ 5,129,115 for the year ended December 31, 2023. The goodwill resulted from the acquisition of Superlatus and was subsequently determined to be impaired based on the facts and circumstances surrounding
the sale of Superlatus on March 5, 2024. See Note 20.

 Income
(loss) Per Common Share

 Basic
net income per common share is computed by dividing net income available to common stockholders by the weighted average number of
common shares outstanding. Diluted net income per common share is computed similar to basic net income per common share except that
the denominator is increased to include the number of additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the Company's options
and warrants is computed using the treasury stock method. As of December 31, 2023, we had 218,729
outstanding warrants to purchase shares of common stock and 26,229
options to purchase shares of common stock. As part of the termination of the White Lion deal, White Lion was issued 50,000
shares of stock per the agreement on March 1, 2023. Armistice Capital executed its pre-funded warrants on January 4, 2023, and
purchased 601,740
shares ( 40,116 shares after the effect of the 1:15 reverse stock split on June 21, 2023, see Note 13) of stock with a purchase price
of $ 6.02.

 The
following table sets forth the computation of basic and diluted loss per share:

OF BASIC AND DILUTIVE INCOME (LOSS) PER SHARE

 For the Years Ended

 2023

 2022

 Numerator:

 Net loss from continuing operations

 $
 ( 13,720,546
)

 $
 ( 2,403,442
)

 Net loss attributable to noncontrolling interest

 -

 ( 437,769
)

 Net loss from continuing operations available to common stockholders

 ( 13,720,546
)

 ( 1,965,673
)

 Net loss from discontinued operations

 ( 4,123,028
)

 $
 ( 1,506,426
)

 Numerator for basic and diluted EPS - income available to common stockholders

)

 $
 ( 3,472,099
)

 Denominator:

 Denominator for EPS – weighted average shares

 Basic

 764,058

 564,862

 2,381,443

 566,609

 Net loss per common share attributable to common stockholders

 Basic

 $
 ( 23.35
)

 $
 ( 6.15
)

 $
 ( 7.49
)

 $
 ( 6.13
)

 Net loss per common share from continuing operations

 Basic

 $
 ( 17.96
)

 $
 ( 3.48
)

 $
 ( 5.76
)

 $
 ( 3.47
)

 Net loss per common share from discontinued operations

 Basic

 $
 ( 5.40
)

 $
 ( 2.67
)

 $
 ( 1.73
)

 $
 ( 2.66
)

 Income
taxes

 The
Company's provision for income taxes was $ 0
for the year ended December 31, 2023, and $ 0
for the year ended December 31, 2022, respectively. The income tax provisions for the twelve-month periods are based upon
estimates of annual income (loss), annual permanent differences and statutory tax rates in the various jurisdictions in which the
Company operates. For all periods presented, the Company utilized net operating loss carryforwards to offset the impact of any
taxable income. The Company's tax rate differs from the applicable statutory rates due primarily to the establishment of a
valuation allowance, utilization of deferred and the effect of permanent differences and adjustments.

 NOTE
2 – GOING CONCERN

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates
realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated
financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No.
2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions
or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after
the date that the financial statements are issued.

 As
of December 31, 2023, the Company had an accumulated deficit of $ 33,245,940. The Company has limited financial resources. As of December
31, 2023, the Company had a working capital deficit of $ 8,803,293 and a cash balance of $ 151,908. The Company will need to raise additional
capital or secure debt funding to support on-going operations. The sources of this capital are expected to be the sale of equity and
debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders.
If the Company is unable to access additional capital moving forward, it may hurt the Company's ability to grow and to generate
future revenues, financial position, and liquidity. These factors raise substantial doubt about the ability of the Company to continue
as a going concern. Unless Management is able to obtain additional financing, it is unlikely that the Company will be able to meet its
funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 NOTE
3 – ACQUISITIONS AND DISPOSITIONS

 Acquisitions

 Superlatus,
Inc.

 On
July 31, 2023, the Company entered into the Merger Agreement (see Note 1) with Superlatus ("Seller") whereby the Company
acquired 100 % of the stock of the Seller (the "Acquisition"). Superlatus includes a wholly-owned subsidiary, Sapientia. Consideration
for the Acquisition consisted of (i) 136,441 shares of the Company's common stock at a fair value of $ 7.30 per share, representing
 19.99 % of the total issued and outstanding share of the Company's common stock at Closing, and (ii) 306,855 shares of the Company's
Series B Preferred Stock, a new class of the Company's non-voting convertible preferred stock with a conversion ratio of 100 to
one. The total fair value of the common stock and Series B Preferred Stock on the Closing Date was $ 225,000,169 ("Purchase Price").
On January 8, 2024, the Company entered into Amendment No. 1 to the Agreement and Plan of Merger (the "Amendment"). Under
the terms of the Amendment, the merger consideration to the shareholders of Superlatus was adjusted to an aggregate of 136,441 shares
of common stock of the Company, representing 19.99 % of the total issued and outstanding common stock of the Company after the consummation
of the Merger and 15,759 shares of Company's Series B Preferred Stock, par value $ 0.00001 per share, with a conversion ratio of
 100 shares of Series B Preferred Stock to one share of common stock. The total fair value of the common stock and Series B Preferred
Stock on the Closing Date was adjusted to $ 12,500,089 ("Amended Purchase Price"). Additionally, the shareholders of Superlatus
agreed to surrender back to the Company 291,096 shares of the Company's Series B Preferred Stock previously received before the
Amendment.

 The
acquisition of Superlatus was accounted for as a business combination using the acquisition method pursuant to FASB ASC Topic 805. As
the acquirer for accounting purposes, the Company had estimated the Purchase Price, assets acquired and liabilities assumed as of the
acquisition date, with the excess of the Purchase Price over the fair value of net assets acquired recognized as goodwill. An independent
valuation expert assisted the Company in determining these fair values.

 The Amended Purchase Price allocation as of the acquisition date is presented as follows:

OF PURCHASE PRICE ALLOCATION

 July 31, 2023

 Purchase consideration:

 Common Stock, at fair value

 $
 996,019

 Series B Preferred Stock, at fair value

 11,504,070

 Total purchase consideration

 $
 12,500,089

 Purchase price allocation:

 Cash

 $
 5,546

 Prepaid expenses

 3,705

 122,792

 Intangible assets, net

 9,777,479

 Goodwill

 5,129,115

 Assets acquired

 15,038,637

 Accounts payable and other current liabilities

 ( 283,548
)

 Purchase price payable

 ( 350,000
)

 Notes payable

 ( 1,905,000
)

 Liabilities assumed

 ( 2,538,548
)

 Net assets acquired

 $
 12,500,089

 The
Urgent Company, Inc.

 On
September 27, 2023, the Company entered into an Asset Purchase Agreement ("APA") with The Urgent Company, Inc. ("TUC")
and its wholly owned subsidiaries, pursuant to which, the Company was assigned certain inventory and property and equipment and assumed
certain operating leases for consideration of $ 4,400,000 in promissory notes ("Purchase Price", see Note 11). This acquisition
is expected to enhance the Company's production of sustainable food products and enable the expansion of market share.

 The
transaction was accounted for as an asset acquisition pursuant to FASB ASC Topic 805. As the acquirer for accounting purposes, the Company
allocated the cost of the asset acquisition to the assets acquired and liabilities assumed as of the acquisition date based on their
respective relative fair value as of the date of the transaction.

 The
following summarizes the relative fair values of the assets acquired as of the acquisition date based on the allocation of
the cost of the asset acquisition:

OF FAIR VALUES OF ASSETS ACQUIRED

 September 27, 2023

 Purchase consideration:

 Promissory note

 $

 Total purchase consideration

 $

 Allocation of cost of assets acquired:

 $
 4,168,830

 Property and equipment

 231,170

 Assets acquired

 Net assets acquired

 $

 Dispositions
and Divestitures

 SOSRx,
LLC

on, February 1, 2023, the Company, Exchange Health and SOSRx, entered into a Voluntary Withdrawal and Release Agreement, which was replaced
in its entirety, corrected, and became effective on February 4, 2023 (as replaced and corrected, the "Release Agreement").

 As
part of the Release Agreement, a note payable to Exchange Health was forgiven in the amount of $ 500,000 and $ 15,000 in accounts payable
was waived. Effective February 4, 2023, the operations of SOSRx were discontinued and operations were shut down. As a result of this,
the assets and liabilities of SOSRx have been reflected as assets and liabilities of discontinued operations in the Company's consolidated
balance sheets. As of December 31, 2023 and December 31, 2022 as follows:

 SCHEDULE OF FINANCIAL STATEMENTS OF DISCONTINUED OPERATIONS

2023

2022

 Cash

 $
 -

 $
 22,474

 Accounts receivable

 -

 Total assets of discontinued operations

 $
 -

 $
 22,837

 Accounts payable

 $
 -

 $
 46,500

 Total liabilities of discontinued operations

 $
 -

 $
 46,500

 The
terms of the Release Agreement qualify the transaction as a discontinued operation in accordance with U.S. GAAP. As a result, operating
results and cash flows related to the SOSRx operations have been reflected as discontinued operations in the Company's consolidated
statements of operations, consolidated statements of cash flows and consolidated statements of shareholders' equity.

 Alliance
Pharma Solutions, LLC and Community Specialty Pharmacy, LLC

 On
August 22, 2023, the Company and Wood Sage, LCC ("Wood Sage") entered into a Membership Interest Purchase Agreement, pursuant
to which the Company sold 100 % of the membership interest in Alliance Pharma Solutions, LLC ("ASP MIPA") for consideration
of a $ 125,000 promissory note ("ASP Sale Price") and a Membership Interest Purchase Agreement, pursuant to which the Company
sold 100 % of the membership interest in Community Specialty Pharmacy, LLC ("CSP MIPA") in exchange for a $ 100,000 promissory
note ("CSP Sale Price").

 The
divestiture of APS and CSP represented an intended strategic shift in the Company's operations and will allow the Company to become
focused on food technology As a result, the results of APS and CSP were classified as discontinued operations in our condensed statements
of operations and excluded from both continuing operations and segment results for the years ended December 31, 2023 and 2022.

 As
part of recognizing the business as held for sale in accordance with U.S. GAAP, the Company was required to measure APS and CSP at the
lower of its carrying amount or fair value less cost to sell. As a result of this analysis, during the year ended December 31,
2023, the Company recognized a non-cash, pre-tax loss on disposal of $ 3,300,225.42. The loss is included in "Net loss from discontinued
operations" in the consolidated statements of operations. The loss was determined by comparing the fair value of the consideration
received for the sale of a 100% interest in APS and CSP with the net assets of APS and CSP, respectively, immediately prior to the transaction.

 As
a result of the transactions, the following assets and liabilities of APS and CSP were transferred to Wood Sage as of August 22, 2023:

OF ASSETS AND LIABILITIES

 Alliance

Pharma

Solutions, LLC

 Community

 Specialty

Pharmacy, LLC

 Cash

 $
 1,050

 $
 61,988

 Accounts receivable, net

 -

 101,901

 -

 123,230

 Prepaid assets

 -

 Intangible assets and capitalized software, net

 739,337

 -

 Accounts payable

 ( 23,982
)

 ( 231,876
)

 Accrued liabilities

 -

 ( 10,182
)

 Net assets sold

 $
 716,405

 $
 45,586

 Discontinued
Operations

 The
results of operations from discontinued operations for the years ended December 31, 2023 and 2022, have been reflected as discontinued
operations in the consolidated statements of operations and consist of the following:

OF DISCONTINUED OPERATIONS

 2023

 2022

 2023

 2022

 2023

 2022

 2023

 2022

 SOSRx

 APS

 CPS

 Total

 Years

 ended December 31,

 Years

 ended December 31,

 Years

ended December 31,

 Years

ended December 31,

 2023

 2022

 2023

 2022

 2023

 2022

 2023

 2022

 Revenue

 $
 -

 $
 22,623

 $
 -

 $
 -

 $
 851,755

 $
 1,175,474

 $
 851,755

 $
 1,198,097

 Cost of sales

 -

 -

 -

 -

 705,206

 1,266,152

 705,206

 1,266,152

 Gross Profit

 -

 22,623

 -

 -

 146,549

 ( 90,678
)

 146,549

 ( 68,055
)

 Operating Expenses

 Impairment of intangible asset

 -

 -

 -

 Wage and salary expense

 -

 55,439

 -

 -

 456,297

 304,947

 456,297

 360,386

 Professional fees

 -

 -

 3,125

 46,787

 20,246

 6,120

 23,371

 52,907

 Accounting and legal expense

 -

 -

 7,773

 63,000

 70,773

 Technology expense

 -

 63,160

 20,611

 86,688

 9,464

 17,823

 30,075

 167,671

 General and Administrative

 -

 4,931

 3,762

 11,562

 32,830

 49,710

 36,592

 66,203

 Total operating expense

 -

 916,030

 35,271

 145,141

 581,837

 379,100

 617,108

 1,440,271

 Operating income (loss) from discontinued operations

 -

 ( 893,407
)

 ( 35,271
)

 ( 145,141
)

 ( 435,288
)

 ( 469,778
)

 ( 470,559
)

 ( 1,508,326
)

 Other income (expense)

 -

 Gain (loss) on asset sale

 -

 -

 -

 1,900

 -

 -

 -

 1,900

 Total other income (expense)

 -

 -

 -

 1,900

 -

 -

 -

 1,900

 Net income (loss) from discontinued operations

 $
 -

 $
 ( 893,407
)

 $
 ( 35,271
)

 $
 ( 143,241
)

 $
 ( 435,288
)

 $
 ( 469,778
)

 $
 ( 470,559
)

 $
 ( 1,506,426
)

 NOTE
4 - RELATED PARTY TRANSACTIONS

 On
April 1, 2023 and July 1, 2023 the Company entered into a relationship with Scietech, LLC ("Scietech") in an independent
contractor agreement to consult on increasing sales on the IPS and Trxade Inc. platforms. The agreement was for an annual fee of $ 400,000
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
February 15, 2022, the Company entered into a relationship with Exchange Health, a technology company providing an online platform for
manufacturers and suppliers to sell and purchase pharmaceuticals. In connection therewith, SOSRx was formed in February 2022, which is
owned 51 % by the Company and 49 % by Exchange Health. On February 15, 2022, the Company contributed cash to SOSRx in the amount of $ 325,000,
issued a promissory note to SOSRx in the amount of $ 500,000, which was immediately assigned to Exchange Health (the "Promissory
Note"), and agreed to make an earn out payment of up to $ 400,000, payable, at the Company's discretion, in cash or common
stock of the Company, based on SOSRx achieving certain revenue targets of SOSRx (the "Earn Out Payments"); and entered into
a Distribution Services Agreement with SOSRx (the "Distribution Agreement"). Exchange Health contributed $ 792,000 in software
and contracts which was recorded as an intangible asset on the balance sheet of SOSRx. The intangible asset was determined to be impaired
and was written off on December 31, 2022.

 At
December 31, 2023, total related party debt was $ 0.

 On
and effective on, February 1, 2023, the Company, Exchange Health and SOSRx, entered into a Voluntary Withdrawal and Release Agreement,
which was replaced in its entirety and corrected on February 4, 2023, and effective February 4, 2023 (as replaced and corrected, the "Release
Agreement"). Pursuant to the Release Agreement, the Company voluntarily withdrew as a member of SOSRx pursuant to the terms of
the Operating Agreement of SOSRx, which provided that the Company would withdraw from SOSRx if certain revenue targets were not met,
which targets have not been met.

 Also
pursuant to the Release Agreement, (a) the Company agreed to the termination of its interests in SOSRx and its withdrawal as a member
thereof for no consideration (the "Withdrawal"); (b) the Promissory Note, and all of the Company's obligations under
such Promissory Note were terminated; and (c) the parties agreed that no Earn Out Payments will be due. The Release Agreement also (i)
provides that all accumulated losses of SOSRx through December 20, 2022, will be allocated 51% to the Company and 49% to Exchange Health;
(ii) provides for a total of approximately $15,000 in outstanding invoices owed by the Company to SOSRx to be waived; (iii) includes
certain indemnification obligations of SOSRx and Exchange Health; (iv) requires SOSRx to pay certain pre-agreed outstanding invoices
of SOSRx; (v) includes mutual releases of the Company and SOSRx and Exchange Health; and (vi) includes customary representations and
warranties of the parties.

 NOTE
5 – REVENUE RECOGNITION

 The
Company derives revenue from two primary sources—product revenue and service revenue.

 Product
revenue consists of shipments of:

 Resale
 of pharmaceutical products to pharmacies; and

 Revenues for our products are recognized and invoiced when the product is shipped to the customer.

 Service
revenue consists primarily of:

 Transaction
 fees from the facilitation of buyer generated purchase orders to suppliers, billed monthly;

 Data
 service fees associated with providing vendors of pharmaceutical products with data analysis of their catalogues and branding of
 their products or company to the Company's registered buyers, billed monthly or as a one-time fee; and

 Software-as-a-Service
 ("SaaS") fees for a platform for virtual healthcare provider visits, billed monthly.

 Revenues
for the Company's services that are billed monthly are recognized and invoiced when the at the beginning of the month. Revenues
for one-time services are recognized at the point in time when services are rendered.

 Payment
terms for products and services are generally 0 to 60 days and the Company has no contract assets or liabilities.

 The
following table presents disaggregated revenue by major product and service categories during the years ended December 31, 2023,
and 2022:

OF DISAGGREGATED REVENUE

 Years ended December 31,

 2023

 2022

 Product revenues

 Pharmaceutical product resale

 $
 1,363,830

 $
 4,754,067

 Packaged food resale

 487,021

 -

 Total product revenue

 $
 1,850,851

 $
 4,754,067

 Service revenues

 Transaction fee income

 $
 6,200,334

 $
 5,347,401

 Data service fee income

 201,825

 88,413

 SaaS fee income

 19,204

 60,287

 Total service revenue

 $
 6,421,363

 5,496,101

 Total revenues

 $
 8,272,214

 $
 10,250,168

 NOTE
6 – INVENTORY

value is determined using the weighted average cost method and is stated at the lower cost or net realizable value. As of December
31, 2023, and 2022, inventory was comprised of the following:

OF INVENTORY

 As of December 31,

 2023

 2022

 Raw materials

 $
 -

 $
 65,523

 Finished goods

 -

 $

 $
 65,523

 NOTE
7 – NOTES RECEIVABLE

 On
August 22, 2023, the Company received a Promissory Note (the "Wood Sage Note") in the amount of $ 1,300,000 from Wood Sage,
LLC and entered into the APS MIPA and CSP MIPA for the Company to sell APS and CSP and entered into a Master Service Agreement ("Wood
Sage MSA"). The Wood Sage Note bears no interest and is due and payable within thirty days of a change in control, as defined by
the Wood Sage Note, of the borrower. As of December 31, 2023, the outstanding balance of the Wood Sage Note was $ 1,300,000.

 NOTE
8 – INTANGIBLE ASSETS

 As
of December 31, 2023, intangible assets, net consisted of the following:

OF INTANGIBLE ASSETS NET

 Weighted

 Average

 Useful Life

 Accumulated

 (years)

 Cost

 Amortization

 Net

 Developed technology

 5.0

 $
 9,777,478

 $
 ( 814,790
)

 $
 8,962,688

 December 31, 2023

 December 31, 2022

 Amortization expense

 $
 814,790

 $
 -

 Total Amortization Expense

 $
 814,790

 $
 -

 NOTE
9 – OTHER CURRENT LIABILITIES

 As
of December 31, 2023 and December 31, 2022, other current liabilities consisted of the following:

OF OTHER CURRENT LIABILITIES

2023

2022

 Insurance refunds payable

 $
 62,390

 $
 62,390

 Deferred revenue

 -

 5,127

 Other payables

 7,920

 -

 Other current liabilities

 $
 70,310

 $
 67,517

 NOTE
10 – CONTINGENT FUNDING LIABILITIES

 On
December 13, 2023, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables
(the "Receivables Agreement"). Pursuant to the Receivables Agreement, the third party agreed to fund the Company $ 150,000
to purchase $ 214,500 of future receivables. Under the funding agreement, the third-party receives a priority interest in the receivables
of Trxade Inc. The Company also paid $ 7,500 as a one-time origination fee in connection with the Receivables Agreement. The Receivables
Agreement also allows for the third-party funder to file UCCs securing their interest in the receivables and includes customary events
of default. As of December 31, 2023, the balance of the payable balance is $ 144,231.

 On
November 22, 2023, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables
(the "Receivables Agreement"). Pursuant to the Receivables Agreement, the third party agreed to fund the Company $ 275,000
to purchase $ 393,250 of future receivables. Under the funding agreement, the third-party receives a priority interest in the receivables
of Trxade Inc. The Company also paid $ 13,750 as a one-time origination fee in connection with the Receivables Agreement. The Receivables
Agreement also allows for the third-party funder to file UCCs securing their interest in the receivables and includes customary events
of default. As of December 31, 2023, the balance of the payable balance is $ 222,115.

 On
October 25, 2023, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables
(the "Receivables Agreement"). Pursuant to the Receivables Agreement, the third party agreed to fund the Company $ 1,200,000
to purchase $ 1,728,000 of future receivables. Under the funding agreement, the third-party receives a priority interest in the receivables
of Trxade Inc. The Company also paid $ 60,000 as a one-time origination fee in connection with the Receivables Agreement. The Receivables
Agreement also allows for the third-party funder to file UCCs securing their interest in the receivables and includes customary events
of default. As of December 31, 2023, the balance of the payable balance is $ 880,000.

 On
June 27, 2023, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables
(the "Receivables Agreement"). Pursuant to the Receivables Agreement, the third party agreed to fund the Company $ 1,250,000
to purchase $ 1,800,000 of future receivables. Under the funding agreement, the third-party receives a priority interest in the receivables
of Trxade Inc. The Company also paid $ 62,500 as a one-time origination fee in connection with the Receivables Agreement. The Receivables
Agreement also allows for the third-party funder to file UCCs securing their interest in the receivables and includes customary events
of default. This agreement was fully paid off in October 2023.

 On
March 14, 2023, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future receivables
(the "Receivables Agreement"). Pursuant to the Receivables Agreement, the third party agreed to fund the Company $ 875,000
to purchase $ 1,224,000 of future receivables. Under the funding agreement, the third-party receives a priority interest in the receivables
of Trxade Inc. The Company also paid $ 42,500 as a one-time origination fee in connection with the Receivables Agreement. The Receivables
Agreement also allows for the third-party funder to file UCCs securing their interest in the receivables and includes customary events
of default. This agreement was fully paid off in June 2023.

 On
September 14, 2022, the Company entered into a non-recourse funding agreement with a third-party for the purchase and sale of future
receivables (the "Receivables Agreement"). Pursuant to the Receivables Agreement, the third party agreed to fund the Company
$ 275,000 to purchase $ 396,000 of future receivables. Under the funding agreement, the third-party receives a priority interest in the
receivables of Trxade Inc. The Company also paid $ 15,000 as a one-time origination fee in connection with the Receivables Agreement.
The Receivables Agreement also allows for the third-party funder to file UCCs securing their interest in the receivables and includes
customary events of default. This agreement was fully paid off in January 2023.

 On
June 27, 2022, the Company entered into a non-recourse funding agreement with a third-party funder for the purchase and sale of future
receivables. Pursuant to the Receivables Agreement, the third party agreed to fund the Company $ 550,000 to purchase $ 792,000 of future
receivables. Under the funding agreement, the third-party receives a priority interest in the receivables of Trxade Inc. The Company
also paid $ 27,500 as a one-time origination fee in connection with the Receivables Agreement. The Receivables Agreement also allows for
the third-party funder to file UCCs securing their interest in the receivables and includes customary events of default. This agreement
was fully paid off in January 2023.

 The
Company's relationship with the funding source meets the criteria in ASC 470-10-25 – Sales of Future Revenues or Various
Other Measures of Income ("ASC 470"), which relates to cash received from a funding source in exchange for a specified percentage
or amount of revenue or other measure of income of a particular product line, business segment, trademark, patent or contractual right
for a defined period. Under this guidance, the Company recognized the fair value of its contingent obligation to the funding source,
as of the acquisition date, as a current liability in its consolidated balance sheet.

 Under
ASC 470, amounts recorded as debt are to be amortized under the interest method. The Company made an accounting policy election to utilize
the prospective method when there is a change in the estimated future cash flows, whereby a new effective interest rate is determined
based on the revised estimate of remaining cash flows. The new rate is the discount rate that equates the present value of the revised
estimate of remaining cash flows with the carrying amount of the debt, and it will be used to recognize interest expense for the remaining
period. Under this method, the effective interest rate is not constant, and any change in expected cash flows is recognized prospectively
as an adjustment to the effective yield. As of December 31, 2023, and December 31, 2022, the total contingent funding liability was $ 1,246,346
and $ 108,036, respectively, and the effective interest rate was approximately 31 % and 31 %, respectively. This rate represents the discount
rate that equates the estimated future cash flows with the fair value of the debt and is used to compute the amount of interest to be
recognized each period. Any future payments made to the funding source will decrease the contingent funding liability balance accordingly.

 NOTE
11 – NOTES PAYABLE

 On
November 17, 2023, the Company issued promissory notes to Moku Foods, Inc. (the "Moku Foods November 2023 Note") in the amount
of $ 50,000. The promissory note accrues interest at 11.5 % per annum, compounded monthly and is payable upon demand at any time after
November 30, 2023. As of December 31, 2023, the balance of the Moku Foods October 2023 Note is $ 50,000. The Company has accrued interest
of $ 945 as of December 31, 2023.

 On
October 16, 2023, the Company issued promissory notes to Moku Foods, Inc. (the "Moku Foods October 2023 Note") in the amount
of $ 150,000. The promissory note accrues interest at 11.5 % per annum, compounded monthly and is payable upon demand at any time after
October 31, 2023. As of December 31, 2023, the balance of the Moku Foods October 2023 Note is $ 150,000. The Company has accrued interest
of $ 4,300 as of December 31, 2023.

 On
September 27, 2023, the Company issued promissory notes to Perfect Day, Inc. (the "Perfect Day Note") in the amount of $ 4,400,000
as consideration for the TUC APA (see Note 3). The promissory notes do not accrue interest and are payable upon demand at any time after
October 31, 2023. The entire aggregate, unpaid principal sum of the note is immediately due and payable upon the occurrence of a change
in control, as defined in the agreement.

 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 is $ 50,000.

 On
June 16, 2023, the Company issued a secured debenture to Eat Well Investment Group, Inc. (the "Eat Well June 2023 Note")
in the amount of $ 1,150,000 for the purchase of Sapientia, a wholly-owned subsidiary of Superlatus. The Eat Well June 2023 Note is secured
by 100 % of the membership interests in Sapientia. The Eat Well June 2023 Note began accruing interest at 12 % per annum, compounded monthly,
as of October 31, 2023. The Eat Well June 2023 matured on December 31, 2023. As of December 31, 2023, the balance of the Eat Well June
2023 Note is $ 1,150,000. The Company has accrued interest of $ 23,063 as of December 31, 2023. As of the date of this filing, the parties
are working on an amendment for an extension.

 On
February 8, 2023, Sapientia, a wholly-owned subsidiary of Superlatus, entered into a Loan Agreement with Eat Well Investment Group, Inc.
(the "Eat Well February 2023 Note") in the amount of $ 25,000. The Eat Well February 2023 Note is unsecured, accrues interest
at a rate of 1.87 % per annum, and matures February 7, 2025. As of December 31, 2023, the balance of the Eat Well February 2023 Note is
$ 25,000. The Company has accrued interest of $ 418 as of December 31, 2023.

 On
September 14, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the "Eat Well September 2022
Note") in the amount of $ 50,000. The Eat Well September 2022 Note is unsecured, accrues interest at a rate of 1.87 % per annum,
and matures September 13, 2024. As of December 31, 2023, the balance of the Eat Well September 2022 Note is $ 50,000. The Company has
accrued interest of $ 1,212 as of December 31, 2023.

 On
July 26, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the "Eat Well July 26, 2022 Note")
in the amount of $ 35,000. The Eat Well July 26, 2022 Note is unsecured, accrues interest at a rate of 1.87 % per annum, and matures July
25, 2024. As of December 31, 2023, the balance of the Eat Well July 26, 2022 Note is $ 35,000. The Company has accrued interest of $ 938

 On
July 12, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the "Eat Well July 12, 2022 Note")
in the amount of $ 25,000. The Eat Well July 12, 2022 Note is unsecured, accrues interest at a rate of 1.87 % per annum, and matures July
11, 2024. As of December 31, 2023, the balance of the Eat Well July 12, 2022 Note is $ 25,000. The Company has accrued interest of $ 688

 On
March 15, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the "Eat Well March 2022 Note")
in the amount of $ 100,000. The Eat Well March 2022 Note is unsecured, accrues interest at a rate of 1.87 % per annum, and matures March
14, 2024. As of December 31, 2023, the balance of the Eat Well March 2022 Note is $ 100,000. The Company has accrued interest of $ 3,361

 On
February 1, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the "Eat Well February 2022 Note")
in the amount of $ 100,000. The Eat Well February 2022 Note is unsecured, accrues interest at a rate of 1.87 % per annum, and matures February
1, 2024. As of December 31, 2023, the balance of the Eat Well February 2022 Note is $ 100,000. The Company has accrued interest of $ 3,576

 On
January 20, 2022, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the "Eat Well January 2022 Note")
in the amount of $ 20,000. The Eat Well January 2022 Note is unsecured, accrues interest at a rate of 1.87 % per annum, and matures January
20, 2024. As of December 31, 2023, the balance of the Eat Well January 2022 Note is $ 20,000. The Company has accrued interest of $ 728

 On
December 24, 2021, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the "Eat Well December 2021 Note")
in the amount of $ 100,000. The Eat Well December 2021 Note is unsecured, accrues interest at a rate of 1.87 % per annum, and matured December
24, 2023. As of December 31, 2023, the balance of the Eat Well December 2021 Note is $ 100,000. The Company has accrued interest of $ 3,776
as of December 31, 2023. As of the date of this filing, the parties are working on an amendment for an extension.

 On
November 10, 2021, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the "Eat Well November 2021 Note")
in the amount of $ 50,000. The Eat Well November 2021 Note is unsecured, accrues interest at a rate of 1.87 % per annum, and matured November
10, 2023. As of December 31, 2023, the balance of the Eat Well November 2021 Note is $ 50,000. The Company has accrued interest of $ 2,001
as of December 31, 2023. As of the date of this filing, the parties are working on an amendment for an extension.

 On
August 18, 2021, Sapientia entered into a Loan Agreement with Eat Well Investment Group, Inc. (the "Eat Well August 2021 Note")
in the amount of $ 250,000. The Eat Well August 2021 Note is unsecured, accrues interest at a rate of 1.87 % per annum, and matured August
18, 2023. As of December 31, the balance of the Eat Well August 2021 Note is $ 250,000. The Company has accrued interest of $ 11,079 as
of December 31, 2023. As of the date of this filing, the parties are working on an amendment for an extension.

 The
following table summarizes notes payable balances as of December 31, 2023:

 SCHEDULE OF
NOTES PAYABLE BALANCES

 Current

 Noncurrent

 Accrued

 Portion

 Portion

 Total

 Interest

 Current Portion

 Non current Portion

 Note
 Payable Total

 Accrued Interest

 Perfect Day Notes

 $

 $
 -

 $

 $
 -

 Danam Note

 -

 -

 Moku Foods November 2023 Note

 -

 Moku Foods October 2023 Note

 150,000

 -

 150,000

 4,300

 Eat Well June 2023 Note

 1,150,000

 -

 1,150,000

 57,847

 Eat Well February 2023 Note

 -

 Eat Well September 2022 Note

 -

 1,212

 Eat Well July 26, 2022 Note

 35,000

 -

 35,000

 Eat Well July 12, 2022 Note

 -

 Eat Well March 2022 Note

 -

 3,361

 Eat Well February 2022 Note

 -

 3,576

 Eat Well January 2022 Note

 20,000

 -

 20,000

 Eat Well December 2021 Note

 -

 3,776

 Eat Well November 2021 Note

 -

 2,001

 Eat Well August 2021 Note

 250,000

 -

 250,000

 11,079

 $
 6,530,000

 $

 $
 6,555,000

 $
 90,869

 NOTE 12 – INCOME TAXES

 The
provision for income taxes on income from operations for fiscal 2023 and 2022 consists of the following:

OF PROVISION FOR INCOME TAXES

 2023

 2022

 Federal:

 Current

 -

 -

 -

 -

 State

 Current

 -

 -

 -

 -

 Total

 -

 -

 Income
(loss) before income taxes for the years ended December 31, 2023 and 2022 consisted of the following:

OF INCOME
(LOSS) BEFORE INCOME TAXES

 For
 the year ended December 31,

 2023

 2022

 US

)

 ( 3,909,868
)

 As
a result of the full net valuation allowance position, the Company did not recognize any U.S. federal income tax expense or tax benefit
on any components of continuing or discontinued operations.

OF DEFERRED TAX ASSETS AND LIABILITIES

 2023

 2022

 Tax Assets

 Net
 operating Losses

 5,800,214

 4,030,755

 Purchased
 Intangibles

 151,877

 -

 Lease
 Liability

 127,896

 -

 Total
 Deferred Tax Assets

 6,079,987

 4,030,755

 Tax Liabilities

 Purchased
 Goodwill

 ( 15,534
)

 -

 Right
 to Use Assets

 ( 127,896
)

 -

 Total
 Deferred Tax Liabilities

 ( 143,430
)

 -

 Valuation
 Allowance

 ( 5,936,557
)

 ( 4,030,755
)

 Net
 Deferred Taxes

 -

 -

 The
Company has established a valuation allowance equal to the full amount of the deferred tax asset primarily due to uncertainty in the
utilization of the net operating loss carry forwards.

 The
estimated net operating loss carry forwards of approximately $ 24,893,624 will be available based on the new carryover rules in section
172(a) passed with the Tax Cuts and Jobs Acts.

 NOTE
13 – STOCKHOLDERS' EQUITY

 Designation of Series C Preferred Stock

 Effective October 4, 2023, the Company filed a Certificate
of Designation, Preferences, Rights and Limitations of the Series C Preferred Stock with the Secretary of the State of Delaware which
designated 1,000 shares of the Company's authorized and unissued preferred stock as convertible Series C Preferred Stock at a par
value of $ 0.00001 per share.

 Hudson
Global Ventures Stock Purchase Agreement

 On October 4, 2023, the Company entered into a Securities Purchase Agreement
("Agreement", or "SPA") with Hudson Global Ventures, LLC ("Hudson"). Under the terms of the Agreement,
the Company agreed to sell, and Hudson agreed to purchase, Two Hundred Ninety ( 290) shares of Series C Preferred Stock (the "Purchased
Shares") at a price of $ 1,000 per share and a Warrant to purchase up to 41,193 shares of Common Stock. Additionally, pursuant to
the Agreement, 40,000 shares of Common Stock were issued to Hudson upon closing for a commitment fee. The Company received $ 250,000 in
exchange for the Purchased Shares, Common Stock, and Warrants, net of issuance costs.

 Designation
of Series B Preferred Stock

June 26, 2023, the Company filed a Certificate of Designation, Preferences, Rights and Limitations of the Series B Preferred Stock with
the Secretary of the State of Delaware which designated 787,754 shares of the Company's authorized and unissued preferred stock
as convertible Series B Preferred Stock at a par value of $ 0.00001 per share.

 2023
1:15 Stock Split

June 21, 2023, the Company executed a 1:15 reverse stock split for stockholders of record on that date. This was executed to comply with
the Nasdaq Listing Rule 5550(a)(2) to have the price of the stock above $ 1.

 2022
Equity Compensation Awards

September 1, 2022, the Board of Directors and Compensation Committee of the Company, with the approval of each of the following officers,
agreed to reduce the annual cash compensation payable to Suren Ajjarapu, the Company's Chief Executive Officer; Prashant Patel,
the Company's President and Chief Operating Officer and Janet Huffman, the Company's former Chief Financial Officer, in an
effort to conserve cash.

 In
lieu of the reduced cash salary payable to each officer, the Board and Compensation Committee agreed to issue such officers shares of
the Company's common stock equal to the amount of reduced cash salary, divided by the closing sales price of the Company's
common stock on the NASDAQ Capital Market on August 31, 2022, the date approved by the Board of Directors. The total amount of shares
of common stock issued on August 31, 2022, to the officers was 5,460.

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

 Separately,
certain employees of the Company agreed to reduce their cash salaries by an aggregate of $ 37,000 in consideration for an aggregate of
 2,126 shares of the Company's restricted common stock, with the same vesting terms as the officer shares discussed above.

on August 31, 2022, the Board of Directors approved the issuance of 3,635 shares of common stock of the Company to each independent member
of the Board of Directors, for services rendered to the Company during fiscal 2022, which shares were valued at $ 63,250, based on the
closing sales price of the Company's common stock on the date approved by the Board of Directors. The shares vested at the rate
of 1/4th of such shares immediately on the grant date, and 1/4th of such shares on each of October 1, 2022, January 1, 2023, and April
1, 2023, subject to each applicable independent director's continued service to the Company on such dates.

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

 NOTE
14 – PREFUNDED AND PRIVATE PLACEMENT WARRANTS

 On
October 4, 2022 the Company entered into a securities purchase agreement (the "Purchase Agreement") with a certain institutional
investor (the "Purchaser") which provided for the sale and issuance by the Company of (i) the Company's common stock
(the "Common Stock"), (ii) pre-funded warrants (the "Pre-Funded Warrants") and (iii) warrants (the "Private
Placement Warrants" and, together with the Shares and the Pre-Funded Warrants, the "Securities"). The Private Placement
Warrants were sold in a concurrent private placement (the "Private Placement").

 Simultaneously
with the closing of the stock placement, the investor pre-purchased 40,116 Private Warrants at a purchase price of $ 17.25 per warrant.
The Pre-Funded Warrants are immediately exercisable into one share of common stock per warrant, have an exercise price of $ 0.00015 per
share, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. On January 4, 2023, the investor
exercised the 40,116 warrants for a purchase price of $ 6.02. The investor was issued the shares on this date. Each Private Warrant has
an exercise price of $ 22.50 per share, will be exercisable following Stockholder Approval, which was obtained in December 2022, and will
expire on the fifth anniversary of the date on which the Private Warrants become exercisable. The Private Warrants contain standard adjustments
to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions, and include full ratchet
anti-dilutive rights in the event the Company issues shares of Common Stock or Common Stock equivalents within fifteen months of the
initial exercise date, with a value less than the then exercise price of such Private Warrants, subject to certain customary exceptions,
and further subject to a minimum exercise price of $ 3.48 per share. The Private Warrants also include certain rights upon 'fundamental
transactions' as described in the Private Warrants, including allowing the holders thereof to require that the Company re-purchase
such Private Warrants at the Black Scholes Value of such securities.

 NOTE
15 – WARRANTS

the year ended December 31, 2023, 41,193
warrants were granted, and none
expired. During the year ended December 31, 2023, 40,116
prefunded warrants and 1,795
granted warrants to purchase shares of common stock were exercised for a total purchase price of $ 1,621.
See Note 13 for further description.

 The
Company uses the Black-Scholes pricing model to estimate the fair value of stock-based awards on the date of the grant.

 There
was no compensation cost related to the warrants for the years ended December 31, 2023, and 2022, respectively.

 The
following table summarizes the assumptions used to estimate the fair value of the outstanding warrants during the years ended December
31, 2023, and 2022.

 SUMMARY OF ASSUMPTIONS USED TO ESTIMATE FAIR VALUE OF WARRANTS GRANTED

 2023

 2022

 Expected dividend yield

 %

 %

 Weighted-average expected volatility

 %

 %

 Weighted-average risk-free interest rate

 3.9
 %

 4.3
 %

 Warrants, measurement input

 3.9
 %

 4.3
 %

 Expected life of warrants

 3.8 years

 5 years

 The
Company's outstanding and exercisable warrants as of December 31, 2023 and 2022 are presented below:

 SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS

 Number

 Outstanding

 Weighted

 Average

 Exercise Price

 Contractual

 Life In Years

 Intrinsic

 Value

 Warrants outstanding as of December 31, 2021

 2,969

 $
 4.82

 0.95

 $
 11,135

 Warrants granted

 177,536

 22.50

 4.77

 -

 Warrants forfeited, expired, cancelled

 ( 202
)

 3.90

 -

 -

 Warrants exercised

 ( 972
)

 0.06

 -

 -

 Warrants outstanding as of December 31, 2022

 179,331

 22.50

 4.72

 6,731

 Warrants granted

 41,193

 7.20

 4.76

 -

 Warrants forfeited, expired, cancelled

 -

 -

 -

 -

 Warrants exercised

 ( 1,795
)

 0.90

 -

 -

 Warrants outstanding as of December 31, 2023

 218,729

 19.62

 3.95

 $
 -

 Warrants exercisable as of December 31, 2023

 218,279

 19.62

 3.95

 $
 -

 NOTE
16 – OPTIONS

 The
Company maintains stock option plans under which certain employees are awarded option grants based on a combination of performance and
tenure. The stock option plans provide for the grant of up to 155,556 shares, and the Company's Second Amended and Restated 2019
Equity Incentive Plan provides for automatic increases in the number of shares available under such plan (currently 133,333 shares) on
April 1 st of each calendar year, beginning in 2021 and ending in 2029 (each a "Date of Determination"), in each
case subject to the approval and determination of the administrator of the plan (the Board of Directors or Compensation Committee) on
or prior to the applicable Date of Determination, equal to the lesser of (A) ten percent (10%) of the total shares of common stock of
the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined
by the administrator. The administrator as a result of the annual meeting shareholder vote increased the number of shares available to
grant to employees under the 2019 incentive plan by 2 million. The administrator did not approve an increase in the number of shares
covered under the plan as of April 1, 2022.

 For
the year ended December 31, 2023, 9,053 options to purchase shares were granted, 140 options to purchase shares were forfeited
and 2,393 options expired. For the year ended December 31, 2023, no options to purchase shares of common stock were exercised.

 Total
compensation cost related to stock options granted was $ 29,738 and $ 79,163 for the years ended December 31, 2023, and 2022, respectively.

 The
following table represents stock option activity for the year ended December 31, 2023:

 SCHEDULE OF STOCK OPTION ACTIVITY

 Number

 Outstanding

 Weighted-Average

 Exercise Price

 Weighted-Average

 Contractual

Life in Years

 Intrinsic

 Value

 Options outstanding as of December 31, 2021

 27,398

 $
 4.78

 4.67

 $
 368,417

 Options exercisable as of December 31, 2021

 20,146

 4.88

 4.38

 257,186

 Options granted

 -

 -

 -

 -

 Options forfeited

 ( 1,234
)

 87.37

 4.91

 -

 Options expired

 ( 6,456
)

 86.03

 2.66

 -

 Options exercised

 -

 -

 -

 -

 Options outstanding as of December 31, 2022

 19,708

 66.00

 3.92

 -

 Options exercisable as of December 31, 2022

 17,167

 66.30

 3.89

 -

 Options granted

 9,053

 6.08

 4.25

 -

 Options forfeited

 ( 140
)

 82.33

 1.75

 -

 Options expired

 ( 2,392
)

 89.89

 0.06

 -

 Options exercised

 -

 -

 -

 -

 Options outstanding as of December 31, 2023

 26,229

 $
 43.04

 3.70

 $
 -

 Options exercisable as of December 31, 2023

 16,141

 $
 60.75

 3.64

 $
 -

 NOTE
17 – CONTINGENCIES

 Studebaker
Defense Group, LLC

 In
July 2020, the Company's wholly-owned subsidiary, IPS, entered into an agreement with Studebaker Defense Group, LLC ("Studebaker")
wherein IPS would pay Studebaker a down payment of $ 500,000 and Studebaker would deliver 180,000 boxes of nitrile gloves by August 14,
2020. IPS wired the $ 500,000 to Studebaker, but to date, Studebaker has not delivered the gloves or provided a refund of the deposit.
In December 2020, the Company filed a complaint against Studebaker in Florida state court, Case No. 20-CA-010118 in the Circuit Court
for the Thirteenth Judicial Circuit in Hillsborough County, for among other things, breach of contract. Studebaker did not answer the
complaint, nor did counsel for Studebaker file an appearance. Accordingly, in February 2021, the Company filed for a default judgment;
however, on March 22, 2021, counsel for Studebaker filed an appearance and shortly thereafter filed a motion to vacate the default judgment
and dismiss the complaint on jurisdictional grounds. The court granted Studebaker's motion to set aside the default judgment but
denied the motion to dismiss. At June 30, 2021, the $ 500,000 was recorded as Loss on Inventory Investment. The Company won this case
but has not collected any settlement yet, another lawsuit was filed to collect.

 On
April 13, 2023, a settlement was reached in the Studebaker and IPS legal case. The court found in favor of IPS and ordered Studebaker
to pay $ 550,000 to IPS. The payments were to commence on May 1, 2023 and continue monthly in 17 installments until the full amount is
paid in full but as of the filing date, no payment has been received by IPS.

 Sandwave
Group Dsn Bhd and Crecom Burj Group SDN BHD

 In
August 2020, IPS entered into an agreement with Sandwave Group Dsn Bhd ("Sandwave"), wherein IPS would pay Sandwave a down
payment of $ 581,250 and Sandwave's supplier, Crecom Burj Group SDN BHD ("Crecom"), would deliver 150,000 boxes of nitrile
gloves within 45 days. IPS wired the $ 581,250 to Sandwave, which in turn wired the purchase price to Crecom, which Crecom accepted; however,
to date, Crecom has not delivered the nitrile gloves. IPS demanded return of its $ 581,250 and Crecom acknowledged that IPS was entitled
to a refund. As of February 2021, Crecom had not returned any funds and IPS filed a complaint against Crecom in Malaysia: Case No. WA-22NCC-55-02/2021
in the High Court of Malaysia at Kuala Lumpur in the Federal Territory, Malaysia for the Malaysian equivalent of breach of contract.
On September 1, 2022 counsel for Crecom informed the court that Crecom had been wound up on August 23, 2022; under Section 471 of the
Malaysian Companies Act 2016, the suit filed by IPS was stayed until leave of the court is obtained to proceed. Given this new information
regarding Crecom the Company has decided at this time to stop its pursuit of this lawsuit until or unless additional information is obtained
by counsel for IPS. At June 30, 2021, the $ 581,250 was recorded as Loss on Inventory Investment.

 GSG
PPE, LLC

 On
November 19, 2021, IPS filed a complaint against GSG PPE, LLC ("GSG") and Gary Waxman ("Waxman"), the owner,
alleging three counts of breach of contract for a purchase agreement, a promissory note, and a personal guaranty. Collectively, the company
alleges that GSG and Waxman have materially breached all three contracts. In late 2020, GSG and IPS executed a valid initial contract
setting the terms of a business transaction. GSG failed to pay IPS approximately 75% of the amount owed to IPS. GSG acknowledged it owed
the money and executed a promissory note in favor of IPS in the amount of $ 630,000 which matured on September 30, 2021. The note provides
for attorney fees and interest in addition to the $ 630,000. Waxman's personal guaranty confirmed that GSG owed IPS $ 630,000. On
September 30, 2021, the $ 630,000 was recorded as Bad Debt Expense. A settlement was entered into between the parties in June 2022, whereby
GSG and Waxman agreed to pay $ 743,000 which included attorney fees and interest, which is required to be paid to the Company in monthly
installments over 17 months. The Company received additional monthly installment payments as part of the agreement through January 2023.
As of December 31, 2023, and through the date of this filing, the Company has not received the monthly installment payments due to the
Company from GSG since January of 2023.

 NOTE
18 – LEASES

 The
Company has two operating leases for corporate offices as of December 31, 2023. The following table outlines the details of the leases:

 SCHEDULE OF OPERATING LEASES

 Lease 1

 Lease 2

 Lease 3

 Initial Lease Term

 January 2021 to December 2021

 October 2018 to November 2023

 October 2023 to September 2026

 New Initial Lease Term

 January 2022 to December 2026

 November 2023 to October 2028

 -

 Initial Recognition of Right of use assets at January 1, 2019

 $
 534,140

 $
 313,301

 -

 New Initial Recognition of Right of use Assets at December 31, 2021

 $
 977,220

 $
 -

 -

 New Initial Recognition of Right of use Assets at December 31, 2023

 351,581

 Incremental Borrowing Rate

 %

 %

 %

 The
Company entered into a new corporate office lease (Lease 1) in January 2022. At inception, the Company determined that the new lease
required remeasurement of the lease liability resulting in the increase of the right-of-use asset and the associated lease liability
by $ 977,220.
The Company and the Lessor agreed to terminate the lease and vacate the premises in November 2023. The termination resulted in the
surrender of the Company's security deposit of $ 38,500. The related right-of-use assets of $ 642,887 and lease liabilities of
$ 664,992 were removed from the balance sheet as of December 31, 2023.

 The
Company entered into a lease agreement (Lease 2) for the period of October 2018 to November 2023. At inception, management had included
the renewal period from November 2023 to November 2028 within the initial recognition of the related right of use assets and lease liabilities,
as it was reasonably expected, at the time, that the renewal option would be exercised. The Company determined that the new lease required
measurement and recognition of the lease liability and right-of-use assets of $ 313,301. The lease is classified as an operating lease.
No incentives were included in the lease.

 The
Company entered into a new warehouse lease (Lease 3) October 2023. The Company determined that the new lease required measurement
and recognition of the lease liability and right-of-use assets of $ 351,581.
The lease is classified as an operating lease. No incentives were included in the lease.

 The
table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years
to the lease liabilities recorded in the Consolidated Balance Sheet as of December 31, 2023.

 SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR OPERATING LEASE LIABILITIES

 Future lease obligations

 2024

 187,935

 2025

 193,487

 2026

 163,146

 2027

 58,347

 2028

 48,612

 Thereafter

 -

 Total minimum lease payments

 651,527

 Less: effect of discounting

 ( 102,617
)

 Present value of future minimum lease payments

 548,910

 Less: current obligations under leases

 139,705

 Long-term lease obligations

 $
 409,205

 Weighted Average Discount Rate

 %

 Weighted Average Term Remaining

 3.6 Years

 Short-Term Lease Expense Remaining

 $
 187,361

 For
the years ended December 31, 2023, and 2022, total lease expense was $ 385,977 and $ 344,525, respectively.

 For
the years ended December 31, 2023, and 2022, amortization of right-of-use assets was $ 215,665 and $ 181,218, respectively.

 For
the years ended December 31, 2023, and 2022, net operating lease liabilities settled was $ 195,475 and $ 164,618, respectively.

 NOTE
19 – SEGMENT REPORTING

 Operating
segments are defined as the components of an enterprise about which separate financial information is available that is evaluated regularly
by the chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company's chief
operating decision makers direct the allocation of resources to operating segments based on the profitability, cash flows, and growth
opportunities of each respective segment.

 The
Company classifies its business interests into reportable segments which are:

 Trxade,
 Inc. - Web based pharmaceutical marketplace platform – B2B sales

 IPS
 - Integra Pharma, LLC - Licensed wholesaler of brand, generic and non-drug products – B2B sales

 Superlatus
 – holds Sapientia's intellectual property for advanced food extrusion technology and The Urgent Company – Manufacturer
 of ice cream that is animal product-free, vegan, lactose-free, and made with plants – B2B sales

 Unallocated
 - Other – corporate overhead expense, discontinued operations and Bonum Health, LLC.

 SCHEDULE OF BUSINESS INTERESTS INTO REPORTABLE SEGMENTS

 Years Ended December 31, 2023

 Trxade, Inc.

 Integra

 Superlatus

 Unallocated

 Total

 Revenue

 6,402,159

 1,363,830

 487,021

 19,204

 8,272,214

 Gross Profit

 6,402,159

 49,030

 ( 3,872,136
)

 19,204

 2,598,257

 Segment Assets

 1,375,109

 220,634

 9,663,310

 1,273,860

 12,532,913

 Segment Profit/Loss

 2,325,175

 ( 668,625
)

 ( 10,416,347
)

 ( 9,083,777
)

)

 Cost of Sales

 -

 1,314,800

 4,359,157

 -

 5,673,957

 Years Ended December 31, 2022

 Trxade, Inc.

 Integra

 Superlatus

 Unallocated

 Total

 Revenue

 5,435,814

 4,754,067

 -

 60,287

 10,250,168

 Gross Profit

 5,433,641

 25,343

 -

 60,287

 5,519,271

 Segment Assets

 1,877,881

 445,264

 -

 1,386,881

 3,710,026

 Segment Profit (Loss)

 1,924,355

 ( 545,557
)

 -

 ( 5,288,666
)

 ( 3,909,868
)

 Cost of Sales

 2,173

 4,728,724

 -

 -

 4,730,897

 NOTE
20 – SUBSEQUENT EVENTS

 Asset
Purchase Agreement

 On
February 16, 2024, the Company, together with Trxade, Inc., a wholly owned subsidiary of the Company, and Micro Merchant Systems, Inc.
("MMS") entered into an asset purchase agreement (the "APA") under which MMS agreed to purchase for cash substantially
all of the assets of Trxade, Inc. On February 16, 2024, the parties consummated the closing of the transactions contemplated by the APA.
Trxade, Inc. operated a web-based market platform designed to enable trading among healthcare buyers and sellers of pharmaceuticals,
accessories and services. The purchase price paid at closing was $ 22.5 million, subject to customary adjustments for cash, indebtedness,
working capital and transaction expenses. Subject to the terms and conditions of the APA, if, during the period beginning on the closing
date and ending on the four-month anniversary of the closing date, MMS receives $ 1.6 million or greater in certain collections from third
parties resulting from any products or services sold, or provided, by the business assets and operations acquired from Trxade, Inc.,
Trxade, Inc. will be due an additional $ 7.5 million payment from MMS.

 Subscription
Agreement

 On
February 29, 2024, the Company's wholly owned subsidiary Trxade, Inc. entered into a Subscription Agreement (the "Subscription
Agreement") with Lafayette Energy Corp., a Delaware corporation ("Lafayette"). Pursuant to the Subscription Agreement,
Trxade, Inc. will, in two equal tranches, invest a total of up to $ 5.0 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. Mr. Michael Peterson is a director of the Company
as well as the CEO of Lafayette and a member of Lafayette's board of directors. This relationship was disclosed to the Company's
Board of Directors and the audit committee of the Board of Directors prior to, and at the time that the terms of the Subscription Agreement
and the transaction effected thereby were approved by the Board of Directors as a whole and the members of the audit committee.

 Stock
Purchase Agreement

 On
March 5, 2024, the Company entered in a Stock Purchase Agreement ("SPA") with Superlatus Foods Inc. (the "Buyer").
Pursuant to the SPA, the Company sold all of the issued and outstanding stock (the "Stock") of Superlatus Inc., a Delaware
corporation and wholly-owned subsidiary of the Company ("Superlatus"), to the Buyer. The purchase price for the Stock was
$ 1.00 which was delivered to the Company at the closing, which occurred simultaneously with the execution of the SPA. As a result of
the transaction Superlatus is no longer a subsidiary of the Company, and the rights and assets of Superlatus together with various liabilities
and obligations that were specific to Superlatus became rights and obligations of Buyer.

 Special
Cash Dividend

 On
March 6, 2024, the Company announced the declaration of a special cash dividend of eight dollars ($ 8.00) per share of common stock, payable
to stockholders of record as of March 18, 2024, with the dividend being paid on or about March 22, 2024. The special dividend was paid
using a portion of the proceeds from the closing of the sale of the Company's web-based market platform assets.

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

 Disclosure
controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms and
is accumulated and communicated to the Company's management, as appropriate, in order to allow timely decisions in connection with
required disclosure.

 Evaluation
of Disclosure Controls and Procedures

 Under
the supervision and with the participation of our management, including our Chief Executive Officer and our interim Chief Financial Officer,
Mr. Ajjarapu and Mr. Patel, respectively, we conducted an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this
Annual Report (December 31, 2023). Based on this evaluation, our Chief Executive Officer and our interim Chief Financial Officer concluded
that as of December 31, 2023, our disclosure controls and procedures were not effective to provide reasonable assurance that information
required to be disclosed in our reports filed with the SEC pursuant to the Exchange Act, is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our
management, including our CEO and interim CFO, as appropriate, to allow timely decisions regarding required disclosures.

 As
a result of the formative stage of our development, the Company has not fully implemented the necessary internal controls. The matters
involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards
of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) were: (1) The Company did not maintain a fully integrated
financial consolidation and reporting system throughout the period and as a result, extensive manual analysis, reconciliation and adjustments
were required in order to produce financial statements for external reporting purposes, and (2) The Company does not currently have a
sufficient complement of technical accounting and external reporting personnel commensurate to support standalone external financial
reporting under public company or SEC requirements. Specifically, the Company did not effectively segregate certain accounting duties
due to the small size of its accounting staff and maintain a sufficient number of adequately trained personnel necessary to anticipate
and identify risks critical to financial reporting and the closing process. In addition, there were inadequate reviews and approvals
by the Company's personnel of certain reconciliations and other processes in day-to-day operations due to the lack of a full complement
of accounting staff.

believes that the material weaknesses set forth above did not have an effect on the Company's financial results reported herein.
We are committed to improving our financial organization. As part of this commitment, we have increased our personnel resources and technical
accounting expertise as we develop the internal and financial resources of the Company. In addition, the Company has prepared and implemented
sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the
requirements and application of GAAP and SEC disclosure requirements.

has prepared and is in the process of implementing sufficient written policies and checklists to remedy the following material weaknesses
(i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application
of GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes.

 We
have improved our financial organization as we have increased our personnel resources and technical accounting expertise. We will continue
to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting
on an ongoing basis.

 Management's
Report on Internal Control Over Financial Reporting

of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with GAAP, but because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. The Company's internal control over financial reporting includes those policies and procedures that are designed
to:

 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
 assets of the Company;

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors
 of the Company; and

 provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's
 assets that could have a material effect on the financial statements.

conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
in Internal Control — Integrated Framework (2013). Based on our assessment, management concluded that the Company's internal
controls over financial reporting were not effective as of December 31, 2023, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements in accordance with GAAP. Specifically, management's determination
was based on the following material weaknesses which existed as of December 31, 2023:

 Financial
 Reporting Systems: The Company did not maintain a fully integrated financial consolidation and reporting system throughout the
 period and as a result, extensive manual analysis, reconciliation and adjustments were required in order to produce financial statements
 for external reporting purposes.

 Segregation
 of Duties: The Company does not currently have a sufficient complement of technical accounting and external reporting personnel
 commensurate to support standalone external financial reporting under public company or SEC requirements. Specifically, the Company
 did not effectively segregate certain accounting duties due to the small size of its accounting staff and maintain a sufficient number
 of adequately trained personnel necessary to anticipate and identify risks critical to financial reporting and the closing process.
 In addition, there were inadequate reviews and approvals by the Company's personnel of certain reconciliations and other processes
 in day-to-day operations due to the lack of a full complement of accounting staff.

 Limitations
on the Effectiveness of Controls

of the Company, including its Chief Executive Officer and its Chief Financial Officer, does not expect that the Company's disclosure
controls and procedures or its internal control over financial reporting will prevent or detect all error and all fraud. A control system,
no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives
will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Furthermore, because of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud,
if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons or
by the collusion of two or more persons. The design of any system of controls is based in part on certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls
may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 Changes
in Internal Control Over Financial Reporting.

 There
have not been any changes in our internal control over financial reporting during the quarter ended December 31, 2023, that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Our workforce operated primarily in a work from home environment for the year ended December 31, 2023. While pre-existing
controls were not specifically designed to operate in our current work-from-home operating environment, we do not believe that such work-from-home
actions have had a material adverse effect on our internal controls over financial reporting. We have continued to re-evaluate and refine
our financial reporting process to provide reasonable assurance that we could report our financial results accurately and timely.

 ITEM
 9B.

 OTHER
 INFORMATION

 Securities
Trading Plans of Directors and Officers

the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement"
or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 Resignation
of Director

 Effective April 10, 2024, Candice Beaumont voluntarily
resigned as a director of the Company. Ms. Beaumont's decision to resign was not the result of any dispute or disagreement with
the Company or any matter relating to the Company's operations, policies or practices.

 Nasdaq
Notification

 On
April 2, 2024 the Company filed with the SEC a Notification of Late Filing on Form 12b-25 reporting that it required additional time to
complete its Annual Report on Form 10-K for the period ending December 31, 2023 (the "Form 10-K").

 On
April 17, 2024, the Company received a notice (the "Notice") from the Nasdaq Listing Qualifications Department indicating
that the Company was not compliant with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1) (the
"Listing Rule"), which requires listed companies to timely file all required periodic reports with the SEC.

 The
Notice had no immediate effect on the listing or trading of the Company's common stock. The Notice indicated that the Company must,
no later than June 17, 2024, submit a plan to regain compliance with respect to the filing requirement. However, as a result of filing
this Form 10-K on April 22, 2024, the Company believes it has fully regained compliance with the Nasdaq Listing Rule.

 ITEM
 9C.

 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 Information
required by Items 10, 11, 12, 13 and 14 of Part III is omitted from this Annual Report and will be filed in a definitive proxy statement
or by an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report (subject
to any extension provided by Exchange Act Rule 0-3).

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
information required by this Item will be set forth in the Company's 2024 Proxy Statement to be filed with the SEC within 120 days
after December 31, 2023 (subject to any extension provided by Exchange Act Rule 0-3) in connection with the solicitation of proxies for
the Company's 2024 annual meeting of stockholders including under the headings " Election of Directors ", " Information
about our Executive Officers ", " Corporate Governance ", " Code of Ethics ", " Committees
of the Board ", and " Delinquent Section 16(a) Reports " (to the extent applicable and warranted), and is incorporated
herein by reference.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 The
information required by this Item will be set forth in the Company's 2024 Proxy Statement to be filed with the SEC within 120 days
after December 31, 2023 (subject to any extension provided by Exchange Act Rule 0-3), including under the headings " Executive
Compensation ", " Directors Compensation ", " Outstanding Equity Awards at Fiscal Year-End ",
" Compensation Committee Interlocks and Insider Participation " and " Compensation Committee Report "
(to the extent required), and is incorporated herein by reference.

 ITEM
 12.

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

 The
information required by this Item will be set forth under the heading " Voting Rights and Principal Stockholders " and
" Equity Compensation Plan Information " in the Company's 2024 Proxy Statement to be filed with the SEC within
120 days after December 31, 2023 (subject to any extension provided by Exchange Act Rule 0-3) and is incorporated herein by reference.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
information required by this Item will be set forth in the Company's 2024 Proxy Statement to be filed with the SEC within 120 days
after December 31, 2023 (subject to any extension provided by Exchange Act Rule 0-3), including under the headings " Certain
Relationships and Related Transactions " and " Committees of the Board " - " Director Independence ",
and is incorporated herein by reference.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

 The
information required by this Item will be set forth under the heading " Ratification of Appointment of Auditors " -
" Audit Fees " in the Company's 2024 Proxy Statement to be filed with the SEC within 120 days after December 31,
2023 (subject to any extension provided by Exchange Act Rule 0-3), and is incorporated herein by reference.

 PART
IV

 ITEM
 15.

 EXHIBITS,
 FINANCIAL STATEMENTS AND SCHEDULES

 (a)
Documents filed as part of this Annual Report:

 The
following is an index of the financial statements, schedules and exhibits included in this Form 10-K or incorporated herein by reference.

 (1)

 All
 Financial Statements

 to Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 (2)

 Financial Statement Schedules

 Except
as provided above, all financial statement schedules have been omitted, since the required information is not applicable or is not present
in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial
statements and notes thereto included in this Form 10-K.

 (3)

 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

 X

 21.1*

 List of Subsidiaries

 X

 23.1*

 Consent of Independent Registered Accounting Firm

 X

 23.2

 Consent of Independent Registered Accounting Firm

 X

 31.1*

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

 X

 31.2*

 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

 X

 32.2**

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

 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.

 ITEM
 16.

 FORM
 10–K SUMMARY

 None.

 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.

 Date:
 April 22, 2024

 /s/
 Suren Ajjarapu

 By:

 Suren
 Ajjarapu, Chief Executive Officer (Principal Executive Officer)

 Date:
 April 22, 2024

 /s/
 Prashant Patel

 By:

 Prashant
 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/
 Suren Ajjarapu

 Chairman
 of the Board, Chief Executive Officer and Secretary

 April

 Suren
 Ajjarapu

 (Principal
 Executive Officer)

 /s/
 Prashant Patel

 Director,
 President, Principal Accounting Officer and Chief Operating Officer

 April

 Prashant
 Patel

 /s/
 Donald G. Fell

 Director

 April

 Donald
 G. Fell

 /s/
 Jeff Newell

 Director

 April

 Jeff
 Newell

 /s/
 Michael L. Peterson

 Director

 April

 Michael
 L. Peterson