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 may not be able to manage our future growth;
● We are dependent on our current management;
● We may not be able to comply with NASDAQ’s continued listing standards;
● Cyber security attacks and website problems; and
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.
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 Business Operations
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 the 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
have been, and may in the future be, adversely affected by the global COVID-19 pandemic, the duration and economic, governmental and
social impact of which is difficult to predict, which may significantly harm our business, prospects, financial condition and operating
results.
During
2020 and continuing into 2022, there has been a widespread worldwide impact from the COVID-19 pandemic, and we have been, and may in
the future be, adversely affected as a result. The outbreak of the COVID-19 coronavirus, the global response to such coronavirus, including
travel restrictions and quarantines that governments instituted during 2020 and 2021, adversely affected our operations, and future restrictions
or governmental requirements may have an adverse effect on our operations in the future, and/or may have a significant negative impact
on our results of operations, the production of pharmaceuticals and our ability to timely obtain pharmaceuticals for resale. Currently,
we are experiencing reductions to, and interruptions in, the delivery of supply chain pharmaceuticals that are having a negative impact
on our wholesalers and certain technology outsourcing in India and the Philippines and we are also having a hard time finding qualified
staff, due to the pandemic. Notwithstanding the above disruptions, our results of operations have not, to date, been materially adversely
affected by the pandemic. However, if we continue to experience production difficulties, quality control problems or further shortages
in supply of pharmaceuticals or personnel in the future, this could harm our business and results of operations, any of which could have
a material adverse effect on our operations and the value of our securities. In addition, employee sicknesses and remote working environments,
and the potential negative effect thereof on productivity and internal controls, related to the coronavirus and the federal, state and
local responses to such virus, could materially impact our consolidated results for the year 2022 and beyond. The COVID-19 outbreak could
also restrict our access to capital such as credit facilities and lead to material nonrecurring charges, write-downs, impairments and
expenses. The Company is actively and continually monitoring the pandemic’s effect on our businesses and endeavoring to adapt quickly
in real time to meet the rapidly-changing demands of our Customers and Suppliers.
To
mitigate the spread of COVID-19, we implemented sanitation and personal protection measures. The
Company’s corporate office reopened on January 3, 2022, in accordance to Center for Disease Control and Prevention (CDC) guidance,
allowing only management and certain key operational employees to return to the office, while hourly employees remain working remotely
until further notice. These measures might not fully mitigate COVID-19 risks to our workforce, and we could experience unusual
levels of absenteeism that might impair operations and delay delivery of products. The COVID-19 pandemic affects product manufacturing,
supply and transport availability and cost. The pandemic has in the past reduced demand for some products due to delays or cancellations
of elective medical procedures, consumer self-isolation and business closures, among other reasons, which may become issues again in
the future if the number of persons infected does not continue to decline. The COVID-19 pandemic also influences shortages of some products,
with product allocation resulting in delivery delays for customers. Additionally, as a result of
the coronavirus outbreak, various states have adopted price gouging laws. Our failure to comply with such laws and regulations could
subject us to claims, penalties, fines or lawsuits.
We
have been impacted and may be further impacted by COVID-19 as follows:
● There have been labor market challenges in hiring staff
COVID-19
may cause further disruptions to our business, including, but not limited to:
● negatively impacting collections of accounts receivable;
● negatively impacting our ability to forecast our business’s financial outlook;
● harming our business, results of operations and financial condition.
The
ongoing impacts of the pandemic may cause, or make more likely, a general economic slowdown or recession in one or more markets, disruptions
and volatility in global capital markets and other broad and adverse effects on the economy, business conditions, commercial activity
and the healthcare industry. The pandemic might impact our business operations, financial position and results of operation in unpredictable
ways that depend on highly-uncertain future developments, such as determining the effectiveness of current or future government actions
to address the public health or economic impacts of the pandemic. Any of these risks might have a materially adverse impact on our business
operations and our financial position or results of operations.
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, 2021 and 2020 were $9,889,433 and $17,122,520,
respectively.
We
incurred a net loss of $5,315,883 for the year ended December 31, 2021, compared to a net loss of $2,536,051 for the year ended December
31, 2020. We may incur other losses in the foreseeable future due to the significant costs associated with our business development,
including costs associated with maintaining compliance under SEC reporting standards. 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.
If
we do not obtain additional financing, our business, prospects, financial condition and results of operations will be adversely affected.
Management
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.
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.
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. For example, as a wholesale distributor of
controlled substances, we must hold valid DEA registrations and state-level licenses, meet various security and operating standards,
and comply with the Controlled Substances Act (CSA). 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 the three largest ADR distributors (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 paid an administrative fee of up to 6 percent of the buying price on the generic pharmaceuticals sold to pharmacies and up to
1 percent on brand pharmaceuticals that pass through our pharmaceutical exchanges. Our management is aware that the competitiveness
of the group of suppliers that participate in our system and price products on our exchange is a key factor in determining how many purchasing
pharmacies and wholesalers will purchase products through our platforms. 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 wholesaler 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. Trxade has an expanded e-mail marketing strategy based
on our competitive price advantages and price trend analysis tools.
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.
● 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.
● Regulatory risks.
Although
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 50 wholesalers and
the nation’s largest buying group. Although we believe that those entities are satisfied with their business relationship with
Trxade, if our buying group and two or three of the wholesalers decided no longer to do business with us, that supplier 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. The COVID-19
pandemic has adversely affected the availability of some products, resulting in product allocation and delivery delays. 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.
Due
to the continued effects of the COVID-19 pandemic, the governmental responses to contain the spread of such virus, 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 and the personal protective equipment (PPE) business, especially in connection
with the rapidly changing regulations, recommendations and guidance surrounding COVID-19, 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, 2021 and 2020, write-down
to market value was $376,348 and $1,220,269, 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. We have two deposits outstanding as of the date
of this report in an aggregate amount of approximately $1,081,250. 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
July 2020, the Company’s wholly-owned subsidiary, Integra, entered into an agreement with Studebaker Defense Group, LLC (“Studebaker”)
wherein Integra would pay Studebaker a down payment of $500,000 and Studebaker would deliver 180,000 boxes of nitrile gloves by August
14, 2020. Integra wired the $500,000 to Studebaker, but to date, Studebaker has not delivered the gloves or provided a refund of the
deposit. On December 31, 2020, we 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. On January
29, 2021, Integra Pharma Solutions filed a motion for clerk’s default against Studebaker. On February 2, 2021, the clerk of court
issued default against Studebaker. On March 4, 2021, Integra Pharma Solutions filed a motion for final default judgment against Studebaker.
On March 22, 2021, counsel for Studebaker filed a notice of appearance in the case. On March 24, Studebaker filed a response in opposition
to the motion for final judgment, and on March 25, 2021, Studebaker filed a motion to dismiss the case. On May 14, 2021, the Court denied
Integra’s motion for final default judgment, granted Studebaker’s motion to set aside the clerk’s default, and denied
Studebaker’s motion to dismiss. An amended answer and affirmative defenses were filed by Studebaker on October 14, 2021. Integra’s
motion to strike the affirmative defenses, or in the alternative, motion for more definite statement is scheduled for hearing on April
27, 2022. We have also scheduled the deposition of Studebaker’s corporate representative on April 12, 2022, and moved to compel
better answers to outstanding discovery. The litigation remains pending and is in the discovery phase. Integra remains confident it can
successfully prosecute its claims against Studebaker on the merit. On June 30, 2021, the $500,000 was recorded as Loss on
Inventory Investment.
In
August 2020, Integra, entered into an agreement with Sandwave Group Dsn Bhd (“Sandwave”), wherein Integra would pay Sandwave
a down payment of $581,250 and Sandwave’s supplier, Crecom Burj Group SDN BHD (“Crecom”), would deliver 150,000 boxes
of nitrile gloves within 45 days. Integra wired the $581,250 to Sandwave, which in turn wired the purchase price to Crecom, which Crecom
accepted; however, to date, Crecom has not delivered the nitrile gloves. Integra demanded return of its $581,250 and Crecom has acknowledged
that Integra is entitled to a refund, but to date Crecom has failed to return Integra’s money. In February 2021, Integra filed
a complaint against Crecom in Malaysia: Case No. WA-22NCC-55-02/2021 in the High Court of Malaysia at Kuala Lumpur in the Federal Territory,
Malaysia for the Malaysian equivalent of breach of contract. Crecom filed an appearance on March 1, 2021. In April 2021, an Application
for Summary Judgment was filed with the court, and on May 25, 2021, the Court extracted the sealed application, and a copy thereof was
served on Crecom’s attorneys and Crecom, 14 days later, filed an Affidavit in Reply with the court alleging that there are issues
to be tried and that this case must go to a full trial. On June 28, 2021, the court directed both parties to file their written submissions/arguments
in relation to the application for summary judgment on or before July 12, 2021, and scheduled a hearing thereon for August 26, 2021.
At the final hearing on October 18, 2021, the ruling for the summary judgment was denied and a trial date is pending. The Company believes
that it will prevail in the lawsuit filed; but the steps to enforce a judgment in Malaysia, if any, may be cumbersome, time consuming
or costly. The Company cannot determine the timing of the judgment, nor the amount ultimately collected. At June 30, 2021, the $581,250
was recorded as Loss on Inventory Investment.
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.
Our
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 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, due to the COVID-19 pandemic, the Company does not anticipate installations moving forward,
and has taken a write off of the hubs purchased at June 30, 2021 in the amount of $143,891, which is included under loss on inventory
investments in the statement of operations for the year ended December 31, 2021; and (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. 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.
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
on the Internet and technology industries, 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 and third-party service providers’ information systems for a wide variety of critical operations, including to obtain,
rapidly process, analyze and manage data to:
● 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 is 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 the us to wire outgoing money. We
did not fall victim to the attempt, conducted a thorough investigation, performed cleanup procedures, and instituted additional
security measure 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 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 expense 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.
Risks
Associated with Bonum Health Telemedicine Services
The
telehealth market is immature and volatile.
The
telehealth market is relatively new and unproven, and it is uncertain whether it will achieve and sustain high levels of demand, consumer
acceptance and market adoption. Our success will depend to a substantial extent on the willingness of our clients’ members or patients
to use, and to increase the frequency and extent of their utilization of, our services, as well as on our ability to demonstrate the
value of telehealth to employers, health plans, government agencies and other purchasers of healthcare for beneficiaries. Negative publicity
concerning our services or the telehealth market as a whole could limit market acceptance of our services. If our clients, or their members
or patients, do not perceive the benefits of our services, or if our services are not competitive, then our market may not develop at
all, or it may develop more slowly than we expect. Similarly, individual and healthcare industry concerns or negative publicity regarding
patient confidentiality and privacy in the context of telehealth could limit market acceptance of our healthcare services. If any of
these events occurs, it could have a material adverse effect on our business, financial condition or results of operations.
Our
telehealth business could be adversely affected by legal challenges to our business model or by actions restricting our ability to provide
services in certain jurisdictions.
Our
ability to conduct telehealth services in a particular U.S. state is dependent upon the applicable laws governing remote healthcare and
the practice of medicine and healthcare delivery in general in such location which are subject to changing political, regulatory and
other influences. With respect to telehealth services, such services and our ability to offer such services are subject to rules established
or interpreted by state medical boards and whether such boards consider such services to be the practice of medicine. The definition
of practicing medicine is subject to change and open to evolving interpretations by medical boards and state attorneys’ generals,
among others. Accordingly, we must monitor our compliance with laws in the jurisdictions in which we operate, on an ongoing basis, and
we cannot provide assurance that our activities and arrangements, if challenged, will be found to be in compliance with the law. Additionally,
it is possible that the laws and rules governing the practice of medicine, including remote healthcare, in one or more jurisdictions
may change in a manner which negatively effects our ability to operate. If a successful legal challenge or an adverse change in the relevant
laws were to occur, and we were unable to adapt our business model accordingly, our operations in the affected jurisdictions would be
disrupted, which could have a material adverse effect on our business, financial condition and results of operations.
In
our telehealth business, we will be dependent on our relationships with affiliated professions and our business would be adversely affected
if those relationships were disrupted.
There
is a risk that state authorities in some jurisdictions may find that contractual relationships with physicians providing telehealth violate
laws prohibiting the corporate practice of medicine. State corporate practice of medicine doctrines also often impose penalties on physicians
themselves for aiding the corporate practice of medicine, which could discourage physicians from participating in our network of providers.
A material change in our relationship with our healthcare providers, whether resulting from a dispute among the entities, a change in
government regulation, or the loss of these affiliations, could impair our ability to provide services and could have a material adverse
effect on our business, financial condition and results of operations.
Our
“Bonum Health” telehealth business will depend on our ability to maintain and expand a network of qualified providers.
The
success of our “Bonum Health” telehealth services is dependent upon our ability to maintain a network of qualified
telehealth providers. If we are unable to recruit and retain board-certified physicians and other healthcare professionals, it would
have a material adverse effect on our “Bonum Health” business and ability to grow such operations. We may not be willing
to pay the costs demanded by such services providers and/or changes in Medicare and/or Medicaid reimbursement levels and other pressures
on healthcare providers and consolidation activity among hospitals, physician groups and healthcare providers may make such
providers harder or more expensive to find and contract with. The result of the above may be that our “Bonum Health”
telehealth services are unsuccessful, which may result in a material adverse effect to our operations.
Rapid
technological change in the telehealth industry presents us with significant risks and challenges.
The
telehealth market is characterized by rapid technological change, changing consumer requirements, short product lifecycles and evolving
industry standards. Our success will depend on our ability to enhance our offerings with next-generation technologies and 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 software-based products and services becoming uncompetitive or obsolete.
The
telehealth industry is competitive, and if we are not able to compete effectively, our business, financial condition and results of operations
will be harmed.
While
the telehealth market is in an early stage of development, it is competitive and we expect it to attract increased competition, which
could make it difficult for us to succeed. We currently face competition in the telehealth industry from a range of companies, including
specialized software and solution providers that offer similar solutions, often at substantially lower prices, and that are continuing
to develop additional products and becoming more sophisticated and effective. These competitors include Doctor On Demand, MDLive, Teladoc
and others. In addition, large, well-financed health systems have in some cases developed their own telehealth tools and provide these
solutions to their customers at discounted prices. The surge in interest in telehealth, and in particular the relaxation of HIPAA privacy
and security requirements, has also attracted new competition from providers who utilize consumer-grade video conferencing platforms
such as Zoom, Microsoft Teams, Google Meet and Twilio. Competition from large software companies or other specialized solution providers,
communication tools and other parties could result in continued pricing pressures, which is likely to lead to price declines in certain
product segments, which could negatively impact our future market, sales, profitability and market share (if any). If we are unable to
successfully compete in the telehealth market, our business, financial condition and results of operations could be materially adversely
affected.
The
emergence of new technologies may render our telehealth solution obsolete or require us to expend significant resources in order to remain
competitive.
The
U.S. healthcare industry is massive, with a number of large market participants with conflicting agendas, and it is subject to significant
government regulation and is currently undergoing significant change. Changes in the telehealth industry, for example, such as the emergence
of new technologies as more competitors enter our market, could result in our telehealth solution being less desirable or relevant. If
healthcare benefits trends shift or entirely new technologies are developed that replace existing solutions, our existing or future products
could be rendered obsolete, and our business could be adversely affected. In addition, we may experience difficulties with industry standards,
design or marketing that could delay or prevent our development, introduction or implementation of new applications and enhancements.
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, 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