Item
9.01 Financial Statements and Exhibits.
**
Furnished herewith.
The
inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and
not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into
this Form 8-K.
Forward
Looking Statements
The
press release attached hereto as Exhibit 99.1 and presentation attached hereto as Exhibit 99.2 contain certain statements that may be
deemed to be “forward-looking statements” within the federal securities laws, including the safe harbor provisions under
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 and Section 21E of the Securities Exchange Act. Forward-looking statements 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. Such 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, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking
statements are subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or
performance to differ materially from those expressed or implied by such forward-looking statements. Accordingly, readers should not
place undue reliance on any forward-looking statements. Important factors that could cause actual results to differ include, but are
not limited to, uncertainties relating to agreements with third parties; our current need for liquidity; our ability to raise funding
in the future, as needed, and the terms of such funding, including potential dilution caused thereby; our ability to continue as a going
concern; security interests under certain of our credit arrangements; the fact that we are exploring strategic alternatives for our Bonum
Health, Inc. subsidiary; our ability to maintain the listing of our common stock on the Nasdaq Capital Market, including our current
non-compliance with the continued listing standards of the Nasdaq Capital Market; risks associated with our operations not being profitable;
the commercial viability of new business lines, applications, products and technologies, and the costs of such items; the adoption of
the Company’s product offerings; claims relating to alleged violations of intellectual property rights of others; our ability to
monetize our technological solutions; technical problems with our websites, apps and products; risks relating to implementing our acquisition
strategies; challenges to the pharmaceutical supply chain posed by the COVID-19 pandemic or similar events and related matters; negative
effects on our operations associated with the opioid pain medication health crisis; regulatory and licensing requirement risks; risks
related to changes in the U.S. healthcare environment; the status of our information systems, facilities and distribution networks; risks
associated with the operations of our more established competitors; regulatory changes; existing and new competitors which may have more
resources than we do; increases in direct to consumer sales of drugs; healthcare fraud; COVID-19, governmental responses thereto, economic
downturns and increased inflation and possible recessions caused thereby; changes in laws or regulations relating to our operations;
privacy laws; system errors; dependence on current management; our growth strategy; dilution which may be caused by future offerings;
increased inflation and interest rates, including the increased costs of raising funding as a result thereof; and supply chain issues
caused by among other things, recessions and global conflicts. Additional information about these and other factors that could cause
the Company’s results to differ materially from these forward-looking statements can be found in the Company’s filings with
the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2022, which are available at www.sec.gov and in the
“NASDAQ:MEDS” — “SEC Filings” section of the Company’s website at https://www.investors.trxadehealth.com.
Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided
by law.
