UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant [X]☒

Filed by party other than the registrant [  ]☐

Check the appropriate box:

TRXADE GROUP,HEALTH, INC.

(Name of Registrant as Specified in Charter)

Payment of Filing Fee (Check the appropriate box):

TRXADE GROUP, INC.

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERSTRxADE HEALTH, INC.

To be held on May 29, 20202420 Brunello Trace

Lutz, Florida 33558

To our stockholders:November 9, 2022

Dear Fellow Stockholder,

Notice is hereby given of the 2020 annualI am pleased to invite you to attend a special meeting of stockholders (the “Special Meeting”) of Trxade Group, Inc. (theTRxADE HEALTH, INC. (“TRxADE”, “we”, “us” or the “Company”) to be held on Friday, May 29, 2020 at 10A.M. local time at the Company’s corporate offices: 3840 Land O’ Lakes Blvd, Land O’ Lakes, Florida 34639 (the “Annual Meeting”(subject to postponement(s) or the “Meeting”), for the following purposes:adjournment(s) thereof):

You will not be able to attend the Special Meeting physically. The Special Meeting will be held via an audio teleconference and all stockholders are invited to attend the meeting virtually. Stockholders may attend the Special Meeting via the Internet by logging in at https://agm.issuerdirect.com/MEDS (please note this link is case sensitive), with your Control ID, and thereafter following the instructions to join the virtual meeting. In addition to voting by submitting your proxy prior to the Special Meeting and/or voting online as discussed herein, you also will be able to vote your shares electronically during the Special Meeting with your Request ID.

Details regarding the Special Meeting, the business to be conducted at the Special Meeting, and information about the Company that you should consider when you vote your shares are described in the enclosed Notice of Special Meeting of Stockholders and proxy statement.

At the Special Meeting, you will be asked to approve the issuance of shares of our common stock in accordance with Nasdaq Listing Rule 5635(d) upon the exercise of warrants to purchase 2,663,045 shares of common stock of the Company (the “Private Placement Warrants”), and to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal to approve the proposal described above.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR ALL” FOR PROPOSAL ONE ANDOur Board of Directors unanimously recommends that you vote “FOR” THE OTHER PROPOSALS.each of the foregoing proposals.

Any action may be taken on any oneYour vote is very important. The approval of the foregoing proposalsissuance of shares of common stock upon exercise of the Private Placement Warrants in accordance with Nasdaq Listing Rule 5635(d) and the adjournment of the Special Meeting, if necessary to solicit additional proxies if there are not sufficient votes in favor of the proposal to approve the issuance of shares of common stock upon exercise of the Private Placement Warrants in accordance with Nasdaq Listing Rule 5635(d), each require approval by the affirmative vote of the holders of a majority of the voting shares of TRxADE present at the Special Meeting or by proxy and entitled to vote on the date specified abovematter at the Special Meeting. Whether or on any datenot you plan to attend the Special Meeting, please vote your shares by, telephone, fax, over the Internet or datesby signing and returning the enclosed proxy card as soon as possible or otherwise voting pursuant to which the instructions in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card, to make sure that your shares are represented at the Special Meeting.

The accompanying proxy statement provides you with information about the Private Placement Warrants, the Special Meeting and the other business to be considered by TRxADE’s stockholders. We encourage you to read the entire proxy statement and the form of Common Stock Purchase Warrant dated October 7, 2022, describing the terms of the Private Placement Warrants and rights of the holders thereof, carefully. A copy of the Private Placement Warrants is attached as Annex A to the accompanying proxy statement. You may be adjourned. Commonalso obtain more information about TRxADE from documents we have filed with the U.S. Securities and Exchange Commission.

We are providing our proxy materials to our stockholders over the Internet. This reduces our environmental impact and our costs while ensuring our stockholders have timely access to this important information. Accordingly, stockholders of record onat the close of business on April 13, 2020 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

The Company is pleased to continue utilizing the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. Accordingly, we are sendingOctober 31, 2022 will receive a Notice of Internet Availability of Proxy Materials or E-proxy notice,(the “Notice of Internet Availability”) with details on or about April 16, 2020 to our stockholdersaccessing these materials. Beneficial owners of record as ofCompany common stock at the close of business on April 13, 2020. The E-proxy notice contains instructions for your useOctober 31, 2022 will receive separate notices on behalf of this process, including how to access our proxy statement and annual report and how to authorize your proxy to vote online. In addition, the E-proxy notice contains instructions on how you may receive a paper copy of the proxy statement and annual reporttheir brokers, banks or elect to receive your proxy statement and annual report over the Internet. The Company believes these rules allow it to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

The enclosed proxy statement is also available athttps://www.iproxydirect.com/MEDS. This website also includes copies of the form of proxy and the Company’s Annual Report to stockholders for the year ended December 31, 2019. Stockholders may also request a copy of the proxy statement and the Company’s Annual Report by contacting our main office at (800) 261-0281.other intermediaries through which they hold shares.

As a stockholder of record, you are cordially invited to attend the meeting in person.Stockholders who do not expect to attend the Annual Meeting are encouraged to vote via the Internet, by phone or by returning a signed proxy card.

As described above, we intend to hold our annual meeting in person. However, we are monitoring the situation regarding COVID-19 (coronavirus), taking into account guidance from public health officials. The health and well-being of our employees and stockholders is our top priority. Accordingly, we are planning for the possibility that the annual meeting may be held in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We will announce any such updates as promptly as practicable, including details on how to participate, by press release, through a filing with the SEC and on our website. We encourage you to check our website prior to the meeting if you plan to attend. As always, we encourage you to vote your shares prior to the annual meeting.

Even if you plan to attend the Annual Meeting in person, we request that you submit a proxy by following the instructions on your proxy card as soon as possible and thus ensure that your shares will be represented at the Annual Meeting if you are unable to attend.

By OrderOn behalf of the Board of Directors of TRxADE, we would like to thank you for being a stockholder and express our appreciation for your ongoing support and continued interest in TRxADE.

Very truly yours,

Land O’ Lakes, Florida/s/ Suren Ajjarapu 

April 16, 2020

Chief Executive Officer and Chairman

Important Notice Regarding the Availability of Proxy Materials for the AnnualSpecial Meeting of Stockholders to Be Held on Friday, May 29, 2020.Tuesday, December 20, 2022.

Our proxy statement and annual report on Form 10-K for the year ended December 31, 2019, areis available at the following cookies-free website that can be accessed anonymously:https://www.iproxydirect.com/MEDS.

TRxADE HEALTH, INC.

2420 Brunello Trace

Lutz, Florida 33558

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of TRxADE HEALTH, INC. (“TRxADE”, “we”, “us” or the “Company”) to be held (subject to postponement(s) or adjournment(s) thereof):

A proxy card and a proxy statement for the Special Meeting are enclosed.

The purpose of the Special Meeting is to consider and act upon the following proposals:

1. To approve the issuance of 2,663,045 shares of our common stock issuable upon the exercise of a Common Stock Purchase Warrant dated October 7, 2022 (the “Private Placement Warrants”), in accordance with Nasdaq Listing Rule 5635(d) (the “Warrant Share Issuance Proposal”); and

2. To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal above (the “Adjournment Proposal”).

Because Nasdaq Stock Market listing standards (Listing Rule 5635(d)) state that, in certain circumstances, an issuer is required to obtain stockholder approval before the issuance or potential issuance of a number of shares of common stock equal to 20% or more of its common stock outstanding before the issuance, the Common Stock Purchase Warrant evidencing the Private Placement Warrants (the “Warrant Agreement”) currently prohibits the issuance of common stock upon exercise of the Private Placement Warrants until or unless the Company has received stockholder approval for the issuance of more than 19.99% of the common stock outstanding as of October 7, 2022, or 1,679,741 shares of common stock, which we refer to as the “Exchange Cap”. Stockholder approval of the Warrant Share Issuance Proposal at the Special Meeting would eliminate the Exchange Cap.

The Board of Directors of TRxADE unanimously determined that the issuance of shares of our common stock upon exercise of the Private Placement Warrants is in the best interests of TRxADE and its stockholders and recommends that you vote “FOR” such approval and “FOR” an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal to approve such proposal.

Only holders of record of shares of TRxADE’s common stock at the close of business on October 31, 2022, are entitled to notice of, and to vote at, the Special Meeting and any postponements or adjournments thereof. At the close of business on the record date, 9,318,708 shares of our common stock were outstanding, which each vote one voting share, and as such, a total of 9,318,708 voting shares are eligible to be voted at the Special Meeting. Other than our common stock, we have no other voting securities currently outstanding.

Your vote is very important. All stockholders of TRxADE are cordially invited to attend the Special Meeting. However, even if you plan to attend the Special Meeting, we request that you complete, date, sign and return the enclosed proxy card in the postage-paid envelope or vote your shares by telephone, fax or through the Internet as instructed in these materials as promptly as possible prior to the Special Meeting to ensure that your shares of TRxADE’s common stock will be represented at the Special Meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, all of your shares will be voted “FOR” Proposal Nos. 1 and 2. If you fail to return your proxy card as instructed on the enclosed proxy card or fail to submit your proxy by telephone, fax or through the Internet and do not vote at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have no effect with respect to the vote on Proposals Nos. 1 and 2, except to the extent that we fail to either reach the required quorum to hold the Special Meeting, or that your failure to vote your shares results in us not receiving the required approval of shares represented at the Special Meeting or by proxy at the Special Meeting to approve the proposals. If you do attend the Special Meeting and wish to vote, you may withdraw your proxy and vote through the meeting portal.

The accompanying proxy statement provides you with detailed information about the proposals to be considered by you at the Special Meeting. We encourage you to read the accompanying proxy statement and Annex A thereto (which is incorporated by reference therein) carefully and in its entirety. If you have any questions concerning the proposals, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or additional proxy cards, please contact:

Janet Huffman, Corporate Secretary

2420 Brunello Trace

Lutz, Florida 33558

Telephone: (800) 261-0281

Email: jhuffman@trxade.com

By Order of the Board of Directors,

 /s/ Suren Ajjarapu

Suren Ajjarapu

Chairman

Houston, Texas

November 9, 2022

IMPORTANT: If you hold shares of common stock of TRxADE through an account with a broker, dealer, bank or other nominee please follow the instructions you receive from them to vote your shares.

TRxADE HEALTH, INC.

2420 Brunello Trace

Lutz, Florida 33558

PROXY STATEMENT FOR

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY, DECEMBER 20, 2022

This proxy statement and related proxy solicitation materials are being first mailed, sent or given on or about November 9, 2022, to stockholders of TRxADE HEALTH, INC. (“TRxADE”, “we”, “us” or the “Company”) in connection with the solicitation of proxies by the Board of Directors of TRxADE (the “Board of Directors” or the “Board”) for a special meeting of TRxADE’s stockholders and any adjournment or postponement thereof (the “Special Meeting”) for the purposes set forth in the accompanying Notice of Special Meeting. The Special Meeting will be held on Tuesday, December 20, 2022 at 10:00 A.M. Eastern Standard time, via an audio teleconference at https://agm.issuerdirect.com/MEDS (please note this link is case sensitive), subject to any postponement(s) or adjournment(s) thereof. The Board of Directors encourages you to read this proxy statement and Annex A thereto (which is incorporated by reference herein) carefully and, in their entirety, and to take the opportunity to submit a proxy to vote your shares on the matters to be decided at the Special Meeting.

Only holders of record of shares of TRxADE’s common stock at the close of business on October 31, 2022, are entitled to notice of, and to vote at, the Special Meeting and any postponements or adjournments thereof. At the close of business on the record date, 9,318,708 shares of our common stock were outstanding, which each vote one voting share, and as such, a total of 9,318,708 voting shares are eligible to be voted at the Special Meeting. Other than our common stock, we have no other voting securities currently outstanding.

If you have any questions concerning the Special Meeting or this proxy statement, or would like additional copies of the proxy statement or additional proxy cards, please contact:

Janet Huffman, Chief Financial Officer

2420 Brunello Trace

Lutz, Florida 33558

Telephone: (800) 261-0281

Email: jhuffman@trxade.com

The date of this proxy statement is November 9, 2022.

ABOUT THIS PROXY STATEMENT

This proxy statement constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended. You should rely only on the information contained in this proxy statement. No one has been authorized to provide you with information that is different from the information contained in, or incorporated by reference into, this proxy statement. You should not assume that the information contained in, or incorporated by reference into, this proxy statement is accurate as of any date other than that date (or, in the case of incorporated documents, their respective dates). Our mailing of the Notice of Internet Available of this Proxy Statement and/or this proxy statement to the TRxADE stockholders will not create any implication to the contrary.

TABLE OF CONTENTS

GENERAL INFORMATIONTHE SPECIAL MEETING	1
Information Contained in This Proxy StatementTime, Date and Place	1
Matters to be Considered at the Special Meeting	1
Record Date and Shares Entitled to Vote	1
Instructions for the Virtual Meeting	1
Conduct at the Special Meeting	1
Voting Requirements for Each of the Proposals	2
Inspector of Voting	2
Stockholders Entitled to Vote at the Meeting	2
Voting Instructions	2
Confidential Voting	2
Voting Results	2
Solicitation of Proxies	3
Important Notice Regarding the Availability of Proxy Materials	1
Record Date and Shares Entitled to Vote	1
Voting Process	2
Providing and Revoking Proxies	2
Attendance at the Annual Meeting	2
Conduct at the Meeting	3
Voting Requirements for Each of the ProposalsCompany Mailing Address	3
Quorum; Broker Non-Votes and AbstentionsQUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING	3
Board of Directors Voting RecommendationsCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	410
Mailing Costs and Solicitation of ProxiesPROPOSAL NO. 1: APPROVAL OF THE ISSUANCE OF SHARES OF OUR COMMON STOCK UPON THE EXERCISE OF WARRANTS TO PURCHASE UP TO 2,663,045 SHARES OF COMMON STOCK IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(D)	410
Inspector of VotingGeneral	410
Stockholders Entitled to Vote at the MeetingStockholder Approval	413
Voting InstructionsPotential Adverse Effects — Dilution and Impact on Existing Stockholders	414
Confidential VotingRisks Related to the Private Placement Warrants	414
StockholderRequired Vote; Recommendation of Record and Shares Held in Brokerage Accountsthe Board of Directors	515
Multiple Stockholders Sharing the Same AddressPROPOSAL NO. 2: THE ADJOURNMENT PROPOSAL	516
Voting ResultsGeneral	516
Reverse Stock SplitRequired Vote; Recommendation of the Board of Directors	516
Company Mailing AddressSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	516
INCORPORATION BY REFERENCE	6
VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS	6
Security Ownership of Management and Certain Beneficial Owners and Management	616
Change of Control	818
CORPORATE GOVERNANCESTOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING	818
Board Leadership Structure	8
Risk Oversight	8
Family Relationships	9
Arrangements between Officers and Directors	9
Other Directorships	9
Involvement in Legal Proceedings	9
Board of Directors and Committee Meetings	9
COMMITTEES OF THE BOARD	10
Board Committee Membership	10
Audit Committee	10
Compensation Committee	11
Compensation Committee Interlocks and Insider Participation	11
Nominating and Corporate Governance Committee	11
Executive Sessions of the Board of Directors	12
Stockholder Communications with the Board	12
Director Independence	13
Code of Ethics	13
Policy on Equity Ownership	13
Policy Against Hedging	13
Compensation Recovery	13
INFORMATION ABOUT OUR EXECUTIVE OFFICERS	14
AUDIT COMMITTEE REPORT	15
COMPENSATION COMMITTEE REPORT	15
EXECUTIVE COMPENSATION	16
Summary Executive Compensation Table	16
Outstanding Equity Awards at Fiscal Year-End	17
Option Exercises During Fiscal 2019	17
Employment and Consulting Agreements	17

Appendix A – Trxade Group, Inc. Amended and Restated 2019 Equity Incentive Plan

Table of Contents

TRXADE GROUP, INC.

PROXY STATEMENT

FOR 2020 ANNUALTHE SPECIAL MEETING OF STOCKHOLDERS

GENERAL INFORMATIONTime, Date and Place

Trxade Group, Inc. (“Trxade,” “we,” “us”, “our” or the “Company”) has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at our 2020 annual meeting of stockholders (the “AnnualThe Special Meeting” or the “Meeting”) to will be held on Friday, May 29, 2020Tuesday, December 20, 2022 at 1010:00 A.M. Local timeEastern Standard Time, via an audio teleconference at the Company’s corporate offices: 3840 Land O’ Lakes Blvd, Land O’ Lakes, Florida 34639, and athttps://agm.issuerdirect.com/MEDS (please note this link is case sensitive), subject to any postponement(s) or adjournment(s) thereof. These materials were first sent or given

Matters to stockholders on April 16, 2020. You are invited to attendbe Considered at the AnnualSpecial Meeting and are requested to vote on the proposals described in this Proxy Statement.

Information Contained in This Proxy StatementAt the Special Meeting, holders of TRxADE’s common stock as of the Record Date (defined below) will consider and vote upon:

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and executive officers, corporate governance, and certain other required information. Included with this proxy statement is a copy of the Company’sAnnual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 30, 2020 (the “Annual Report”). If you requested printed versions of these materials by mail, these materials also include the proxy card or vote instruction form for the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials

Pursuant to rules adopted by the Securities and Exchange Commission, the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s stockholders. All stockholders will have the ability to access the proxy materials (including the Company’s Annual Report, which does not constitute a part of, and shall not be deemed incorporated by reference into, this proxy statement or the enclosed form of proxy, except as set forth below under “Documents Incorporated By Reference” (if any)) via the Internet athttps://www.iproxydirect.com/MEDS or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice contains a control number that you will need to vote your shares. Please keep the Notice for your reference through the meeting date. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings.

Record Date and Shares Entitled to Vote

YouHolders of TRxADE’s common stock as of the close of business on October 31, 2022, the record date for the Special Meeting (the “Record Date”), are entitled to notice of, and to vote at, the AnnualSpecial Meeting if you were a stockholder of record asand any postponements or adjournments of the close of business on April 13, 2020 (the “Record Date”).

Table of ContentsSpecial Meeting.

At the close of business on the Record Date, there were 7,484,3709,318,708 shares of our common stock outstanding whichoutstanding. The common stock shares each vote one vote on all stockholder matters to come before the Meeting and as such, a total of 9,318,708 voting shares are eligible to be voted at the Special Meeting. Other than our common stock, we have no other voting securities currently outstanding.

Voting Process

Instructions for the Virtual Meeting

The Special Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live audio webcast.

To participate in the virtual meeting, visit https://agm.issuerdirect.com/MEDS (please note this link is case sensitive) and enter the control number in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card.

IfWe recommend you are a stockholder of record, there are five wayscheck in/log in to vote:

Providing and Revoking Proxiesthe Special Meeting 15 minutes before the meeting is scheduled to start so that any technical difficulties may be addressed before the meeting begins.

Any stockholder givingYou may vote during the meeting with your Request ID in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card, by following the instructions available on the meeting website during the meeting. To the best of our knowledge, the virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a proxy may revoke it at anystrong Internet connection wherever they intend to participate in the meeting. Participants should also allow plenty of time provided written noticeto log in and ensure that they can hear streaming audio prior to the start of the revocation is received by our Corporate Secretary before the proxy is voted; otherwise, if received prior to or at the Annual Meeting, properly executed proxiesmeeting.

Technicians will be voted atavailable to assist you if you experience technical difficulties accessing the Annual Meeting in accordance withvirtual meeting website. If you encounter any difficulties accessing the instructions specified onvirtual meeting during the proxycheck-in or if no such instructions are given, in accordance with the recommendations of the Board described herein. Stockholders attending the Annual Meeting may revoke their proxies and vote in person.meeting time, please call 844-399-3386 for assistance.

Attendance at the Annual Meeting

Attendance at the Annual Meeting is limited to holders of record of our common stock at the close of business on the Record Date, and the Company’s guests. Admission will be on a first-come, first-served basis. You will be asked to present valid government-issued picture identification, such as a driver’s license or passport, in order to be admitted into the Annual Meeting. If your shares are held in the name of a bank, broker or other nominee and you plan to attend the Annual Meeting, you must present proof of your ownership of our common stock, such as a bank or brokerage account statement indicating that you owned shares of our common stock at the close of business on the Record Date, in order to be admitted. For safety and security reasons, no cameras, recording equipment or other electronic devices will be permitted in the Annual Meeting. A written agenda and rules of procedure for the Annual Meeting will be distributed to those persons in attendance at the Annual Meeting.

As described above, we intend to hold our annual meeting in person. However, we are monitoring the situation regarding COVID-19 (coronavirus), taking into account guidance from public health officials. The health and well-being of our employees and stockholders is our top priority. Accordingly, we are planning for the possibility that the annual meeting may be held in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We will announce any such updates as promptly as practicable, including details on how to participate, by press release, through a filing with the SEC and on our website. We encourage you to check our website prior to the meeting if you plan to attend. As always, we encourage you to vote your shares prior to the annual meeting.

Table of Contents

Conduct at the Special Meeting

The Chairman of the Special Meeting has broad responsibility and legal authority to conduct the AnnualSpecial Meeting in an orderly and timely manner. This authority includes establishing rules for stockholders who wish to address the meeting. Only stockholders or their valid proxy holders may address the meeting. Copies of these rules will be available at the meeting. The Chairman may also exercise broad discretion in recognizing stockholders who wish to speak and in determining the extent of discussion on each item of business. In light of the number of business items on this year’s agenda and the need to conclude the meeting within a reasonable period of time, we cannot ensure that every stockholder who wishes to speak on an item of business will be able to do so.

Voting Requirements for Each of the Proposals

* See also “Quorum; Broker Non-Votes and Abstentions”, below.Inspector of Voting

For Proposal1,It is anticipated that representatives of Issuer Direct Corporation will tabulate the five nominees receivingvotes and act as inspector of election at the highest number of affirmative votes ofSpecial Meeting.

Stockholders Entitled to Vote at the shares entitled to be voted for them will be elected as directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. Votes withheld shall have no legal effect.Meeting

ApprovalA complete list of Proposals2 and3 requires the affirmative vote of a majority of the votes cast on such proposals, provided that a quorum exists at the Annual Meeting.

Quorum; Broker Non-Votes and Abstentions

The presence at the Annual Meeting of the holders of a majority of the outstanding shares of voting stockstockholders entitled to vote at the AnnualSpecial Meeting is necessary to constitute a quorum. Broker non-votes and abstentions are countedwill be available at our principal executive offices, for purposes of determining whether a quorum is present. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes received in connection with each proposal. Broker non-votes and abstentions will have no effect on determining whether the affirmative vote constitutes a majority of the shares present or represented by proxy and voting at the Annual Meeting. However, approval of the proposals other than the election of directors requires the affirmative vote of a majority of the votes cast on such proposals, and therefore broker non-votes and abstentions could prevent the approval of these proposals because they do not count as affirmative votes. The election of directors requires a plurality of the votes cast at the Annual Meeting. In order to minimize the number of broker non-votes, the Company encourages you to vote or to provide voting instructionsany purpose germane to the organization that holds your shares by carefully followingSpecial Meeting, during ordinary business hours, for a period of ten days prior to the instructions provided in the Notice.Special Meeting.

Voting Instructions

If a broker indicatesYour vote is very important. Whether or not you plan to attend the Special Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on the proxy that it does not have discretionary authority as to certain shareshow to vote on a particular matter, thoseyour shares, will not be considered as present and entitledplease refer to vote with respect to that matter. Please note that previously, brokers were allowed to vote uninstructed shares in uncontested director elections or with regard to certain executive compensation matters. However, brokers now can no longer vote uninstructed sharesthe instructions on your behalf in director elections or with regard to executive compensation matters. For your vote to be counted, you must submit yourNotice of Internet Availability of Proxy Materials, voting instruction form, or proxy card.

Confidential Voting

Independent inspectors count the votes. Your individual vote is kept confidential from us unless special circumstances exist. For example, a copy of your proxy card will be sent to your broker.us if you write comments on the card, as necessary to meet applicable legal requirements, or to assert or defend claims for or against the Company.

Voting Results

The preliminary voting results will be announced at the Special Meeting. The final voting results will be tallied by the inspector of voting and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Special Meeting.

Table of Contents

As described above, although the Company will include abstentions and broker non-votes as present or represented for purposes of establishing a quorum for the transaction of business, the Company intends to exclude abstentions and broker non-votes from the tabulation of voting results on the election of directors or on any issues requiring approval of a majority of the votes cast.

Board of Directors Voting Recommendations

Our Board of Directors (the “Board”) recommends that you vote your shares:

Mailing Costs and Solicitation of Proxies

In addition to solicitation by use of the mails, certain of our officers and employees may solicit the return of proxies personally or by telephone, electronic mail or facsimile. We have not and do not anticipate retaining a third-party proxy solicitation firm to solicit proxies on behalf of the Board. The cost of any solicitation of proxies will be borne by us. Arrangements may also be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of material to, and solicitation of proxies from, the beneficial owners of our securities held of record at the close of business on the Record Date by such persons. We will reimburse such brokerage firms, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by them in connection with any such activities.

InspectorImportant Notice Regarding the Availability of VotingProxy Materials

ItThe proxy statement is anticipated that representativesavailable at https://www.iproxydirect.com/MEDS.

In accordance with U.S. Securities and Exchange Commission (the “SEC”) rules, we are providing access to our proxy materials over the Internet to our stockholders rather than in paper form, which reduces the environmental impact of Issuer Direct Corporation will tabulate the votesour annual meeting and act as inspector of election at the Annual Meeting.our costs.

Stockholders Entitled to Vote at the Meeting

A complete listAccordingly, if you are a stockholder of stockholders entitled to vote at the Annual Meeting will be available to view during the Annual Meeting. You may also access this list at our principal executive offices, for any purpose germane to the Annual Meeting, during ordinary business hours, forrecord, a period of ten days prior to the Annual Meeting.

Voting Instructions

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on theone-page Notice of Internet Availability of Proxy Materials (Notice)(the “Notice of Internet Availability”) has been mailed to you receivedon or about November 9, 2022. Stockholders of record may access the proxy materials on the website listed above or request a printed set of the proxy materials be sent to them by following the instructions in the mail,Notice of Internet Availability. The Notice of Internet Availability also explains how you may request that we send future proxy materials to you by e-mail or ifin printed form by mail. If you requestedchoose the e-mail option, you will receive an e-mail next year with links to those materials and to the proxy voting site. We encourage you to choose this e-mail option, which will allow us to provide you with the information you need in a timelier manner, will save us the cost of printing and mailing documents to you and will conserve natural resources. Your election to receive printed proxy materials by e-mail or in printed form by mail will remain in effect until you terminate it.

If you are a beneficial owner, you will not receive a Notice of Internet Availability directly from us, but your enclosedbroker, bank or other intermediary will forward you a notice with instructions on accessing our proxy card.materials and directing that organization how to vote your shares, as well as other options that may be available to you for receiving our proxy materials.

The Notice of Internet Availability contains a control number and Request ID that you will need to attend the Special Meeting and vote your shares, respectively. Please keep the Notice of Internet Availability for your reference through the meeting date.

Confidential VotingCompany Mailing Address

Independent inspectors countThe mailing address of our principal executive offices is 2420 Brunello Trace, Lutz, Florida 33558.

* * * * *

For additional information regarding the votes. Your individual voteSpecial Meeting, see the section entitled “Questions and Answers about the Special Meeting”, below.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following are some questions that you, as a stockholder of TRxADE, may have regarding the Special Meeting, together with brief answers to those questions. We urge you to read carefully the remainder of this proxy statement, including Annex A hereto (which is kept confidentialincorporated by reference herein) and other documents referred to in this proxy statement, because the information in this section may not provide all of the information that might be important to you with respect to the Special Meeting or the proposals relating thereto.

Q. What are the Private Placement Warrants and in connection with what transaction were they granted?

A. On October 4, 2022, we entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor (the “Purchaser”). The Purchase Agreement provided for the sale and issuance by the Company of an aggregate of: (i) 920,000 shares (the “Shares”) of the Company’s common stock, $0.00001 par value, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 601,740 shares of common stock, and (iii) warrants (the “Private Placement Warrants” and, together with the Shares and the Pre-Funded Warrants, the “Securities”) to purchase up to 2,663,045 shares of common stock. The offering price per Share was $1.15 and the offering price per Pre-Funded Warrant was $1.14999. The Private Placement Warrants were sold in a concurrent private placement (the “Private Placement”), exempt from us unless special circumstances exist. For example, a copyregistration pursuant to Section 4(a)(2) and/or Rule 506 of your proxy cardthe Securities Act of 1933, as amended (the “Securities Act”).

The Pre-Funded Warrants were immediately exercisable, have an exercise price of $0.00001 per share, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

Each Private Placement Warrant has an exercise price of $1.50 per share, will be sent to us if you write commentsexercisable following Stockholder Approval (as defined below) and will expire on the card,fifth anniversary of the date on which the Private Placement Warrants become exercisable. The Private Placement Warrants contain standard adjustments to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions, and include full ratchet anti-dilutive rights in the event the Company issues shares of common stock or common stock equivalents within fifteen months of the initial exercise date, with a value less than the then exercise price of such Private Placement Warrants, subject to certain customary exceptions, and further subject to a minimum exercise price of $0.232 per share. The Private Placement Warrants also include certain rights upon ‘fundamental transactions’ as necessarydescribed in the Private Placement Warrants, including allowing the holders thereof to meetrequire that the Company re-purchase such Private Placement Warrants at the Black Scholes Value of such securities.

The Pre-Funded Warrants have cashless exercise rights and to the extent the shares of common stock underlying the Private Placement Warrants are not registered under the Securities Act, the Private Placement Warrants include cashless exercise rights.

If we fail for any reason to deliver shares of common stock upon the valid exercise of the Pre-Funded Warrants or Private Placement Warrants, subject to our receipt of a valid exercise notice and the aggregate exercise price, by the time period set forth in the Pre-Funded Warrants or Private Placement Warrants, we are required to pay the applicable legal requirements,holder, in cash, as liquidated damages as set forth in the Pre-Funded Warrants and Private Placement Warrants. The Pre-Funded Warrants and Private Placement Warrants also include customary buy-in rights in the event we fail to deliver shares of common stock upon exercise thereof within the time periods set forth in the Pre-Funded Warrants and Private Placement Warrants.

Under the terms of the Pre-Funded Warrants and Private Placement Warrants, a holder will not be entitled to exercise any portion of any such warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of common stock would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to assertthe exercise, as such percentage ownership is determined in accordance with the terms of such warrant, which percentage may be increased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such warrants, provided that such percentage may in no event exceed 9.99%, and provided further that the Purchaser has elected to increase the ownership limitation to 9.99% in connection with the initial issuance of the Pre-Funded Warrants.

The Private Placement Warrants may not be exercised by the holder thereof until or defend claimsunless the Company’s stockholders have approved the issuance of shares of common stock upon the exercise of such Private Placement Warrants pursuant to the applicable rules and regulations of the Nasdaq Stock Market, including the issuance of the shares of common stock issuable upon exercise of the Private Placement Warrants in excess of 19.99% of the issued and outstanding common stock on the closing date of the offering (the “Exchange Cap” and “Stockholder Approval”), which Stockholder Approval we are seeking pursuant to the Warrant Share Issuance Proposal at the Special Meeting.

As an additional requirement to the offering, all of the officers and directors of the Company were required to enter into an agreement agreeing to vote all common stock over which such persons have voting control as of the record date for the meeting of stockholders of the Company (the “Voting Agreements”), which Voting Agreements have been entered into by such required persons.

The offering of the Shares, Pre-Funded Warrants and Private Placement Warrants resulted in gross proceeds to the Company of approximately $1.75 million. The net proceeds to the Company from the offering are expected to be approximately $1.5 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for general corporate purposes. On October 4, 2022, the Company also entered into a placement agent agreement (the “Placement Agent Agreement”) with Maxim Group LLC (the “Placement Agent”). Pursuant to the terms of the Placement Agent Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. The Company will pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds generated from the sale of the Shares and Pre-Funded Warrants and will reimburse the Placement Agent for certain of its expenses in an aggregate amount up to $35,000.

The transactions contemplated by the Purchase Agreement closed on October 7, 2022.

We agreed pursuant to the Purchase Agreement that as soon as practicable (and in any event within 60 calendar days of the date of Purchase Agreement), that we would file a registration statement on Form S-1 providing for the resale by the Purchaser of the shares of common stock issuable upon exercise of the Private Placement Warrants, use commercially reasonable efforts to cause such registration statement to become effective within 181 days following the closing date of the offerings and to keep such registration statement effective at all times until no Purchaser owns any Private Placement Warrants or shares of common stock issuable upon exercise thereof. The date such required registration statement is declared effective is defined herein as the “Effective Date”.

We also agreed to hold a special meeting of stockholders or take action via written consent of stockholders, at the earliest practical date, but no later than December 20, 2022, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and to solicit proxies from our stockholders in connection therewith. We are required to use our reasonable best efforts to obtain such Shareholder Approval. If we do not obtain Shareholder Approval at the first meeting, we are required to call a meeting every six months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Private Placement Warrants are no longer outstanding. As discussed above, the Special Meeting is being called to satisfy the above requirement of the Purchase Agreement.

Pursuant to the Purchase Agreement the Company has agreed that, subject to certain exceptions, (i) it will not issue any shares of common stock for a period of 90 days following the later of (A) the date of Stockholder Approval and (B) the Effective Date, subject to certain customary and pre-agreed exceptions and that (ii) it will not enter into a variable rate transaction for a period of nine months following the Effective Date.

We also agreed to provide the Purchaser a right of participation for 12 months following the closing date to participate up to 25% in any subsequent offering we may undertake of equity or debt.

The offering of the Shares, Pre-Funded Warrants and the shares of common stock issuable upon exercise of the Pre-Funded Warrants are being made pursuant to a registration statement on Form S-3 (File No. 333- 266432), which was filed by the Company with the Securities and Exchange Commission on July 29, 2022, and declared effective on August 8, 2022, as supplemented by a prospectus supplement dated October 4, 2022.

The Private Placement Warrants and the shares of common stock issuable upon exercise of the Private Placement Warrants are not registered under the registration statement discussed above, and are instead being sold in a private transaction, exempt from registration under the Securities Act.

Q. Why is TRxADE requesting stockholder approval for the Warrant Share Issuance Proposal?

A. Pursuant to the Private Placement Warrants, until such time as the Company’s stockholders have approved the issuance of more than 19.99% of our common stock issuable upon exercise of the Private Placement Warrants (i.e., 1,679,741 shares, as of the date of the grant of the Private Placement Warrants and the entry into the Purchase Agreement) in accordance with the rules of The Nasdaq Capital Market, the Private Placement Warrants are not exercisable into shares of common stock. Furthermore, as discussed above, the Company is required pursuant to the terms of the Purchase Agreement to seek the Stockholder Approval. As such, the Company is seeking stockholder approval in accordance with Nasdaq Listing Rule 5635(d), to allow for the exercise of the Private Placement Warrants into common stock of the Company pursuant to the terms of the Indenture and to remove the Exchange Cap.

Q. Why am I receiving these materials?

A. As discussed above, we are seeking approval for the Warrant Share Issuance Proposal. TRxADE is sending these materials to you to help you decide how to vote your shares of TRxADE’s common stock with respect to the Warrant Share Issuance Proposal and the other matters to be considered at the Special Meeting. This proxy statement contains important information about the Warrant Share Issuance Proposal, the Special Meeting and the Adjournment Proposal, and you should read it carefully.

Q. What stockholder approval is required to approve the Warrant Share Issuance Proposal?

A. Approval of the Warrant Share Issuance Proposal requires the affirmative vote of a majority of the holders of shares of the Company’s common stock (which each vote one voting share) present at the Special Meeting or by proxy at the Special Meeting, voting as a class, provided that a quorum of stockholders exists at the Special Meeting (meaning that of the shares of common stock represented at the Special Meeting and entitled to vote, a majority of them must be voted “FOR” these proposals for them to be approved).

Q. Have any stockholders already agreed to vote in favor of the Warrant Share Issuance Proposal?

A. Yes, as an additional requirement to the offering, all of the officers and directors of the Company were required to enter into an agreement agreeing to vote all common stock over which such persons have voting control as of the record date for the meeting of stockholders of the Company, which Voting Agreements have been entered into by such required persons. As a result, each of our officers and directors have agreed to vote all of the voting shares which they hold as of the Record Date, a total of 4,525,591 or 48.6% of our total voting shares as of the Record Date, in favor of the Warrant Share Issuance Proposal.

Q. If stockholder approval is obtained, what is the impact on the rights of existing stockholders?

If stockholder approval of the Warrant Share Issuance Proposal is obtained, the Private Placement Warrants may, pursuant to their terms, be exercised for shares of common stock of the Company and the Exchange Cap would be removed. The term of the Private Placement Warrants do not begin until Stockholder Approval is received, and continue for five years after Stockholder Approval, and we agreed pursuant to the Purchase Agreement, subject to certain exceptions, (i) that we would not issue any shares of common stock for a period of 90 days following the later of (A) the date of Stockholder Approval and (B) the Effective Date, subject to certain customary and pre-agreed exceptions and that (ii) we would not enter into a variable rate transaction for a period of nine months following the Effective Date.

As a result, the rights under the Private Placement Warrants will continue indefinitely (provided that such Private Placement Warrants would not be exercisable during such period) until or unless Stockholder Approval is received for the issuance of shares of common stock upon exercise thereof and the removal of the Exchange Cap, and in the event that such stockholder approval is not received, we would continue to be prohibited from issuing any shares of common stock.

The continued extension in the term of the Private Placement Warrants would result in a longer period for the anti-dilutive rights of the Private Placement Warrants to potentially result in a decrease in the exercise price of the Private Placement Warrants, resulting in the Company receiving less consideration upon exercise thereof. Additionally, the extension of the prohibition on our ability to issue additional shares of common stock, other than pursuant to certain customary exceptions, could limit our ability to raise additional funding in the future, complete transactions which would otherwise be accretive to stockholders or otherwise use equity as a form of compensation in certain future transactions affecting the Company. Any of the above could have a material adverse effect on the Company and/or the value of our securities.

The rights and privileges associated with the common stock potentially issuable through exercise of the Private Placement Warrants would be identical to the rights and privileges associated with the common stock held by our existing stockholders.

Q. What will happen if the Warrant Share Issuance Proposal is not approved by TRxADE’s stockholders?

A. If we fail to obtain stockholder approval at the Special Meeting of the Warrant Share Issuance Proposal, the Exchange Cap will remain in place and the Private Placement Warrants will not be exercisable for shares of our common stock. Additionally, the anti-dilutive rights under the Private Placement Warrants will continue in effect until or unless Stockholder Approval is received for the issuance of shares of common stock upon exercise thereof and the removal of the Exchange Cap, and if such stockholder approval is not received, we would continue to be prohibited from issuing any shares of common stock. Finally, if we do not obtain Shareholder Approval at the Special Meeting, we are required to call a meeting every six months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Private Placement Warrants are no longer outstanding. The calling of a Special Meeting is costly and resource intensive for management, and in the event Stockholder Approval was not received at the Special Meeting or any meeting held thereafter, the costs of the preparation, printing and mailing of this Proxy Statement (and any future Proxy Statement) will be lost, which could have a material adverse effect on our results of operations and cash flow.

Q. Are there any other proposals to be considered and approved at the Special Meeting?

A. Yes. In addition to the Warrant Share Issuance Proposal, TRxADE is also asking its stockholders to approve the Adjournment Proposal, which requires the affirmative vote of the holders of a majority of TRxADE’s common stock (which each vote one vote on all stockholder matters) present at the Special Meeting or by proxy and entitled to vote on the matter at the Special Meeting, voting as a single class (meaning that of the shares of common stock represented at the Special Meeting and entitled to vote, a majority of them must be voted “FOR” the proposal for it to be approved).

Q: How does the Board of Directors recommend that TRxADE’s stockholders vote with respect to each of the Proposals?

A: The Board of Directors unanimously determined that the Warrant Share Issuance Proposal is in the best interests of TRxADE and its stockholders and recommends that you vote “FOR” the Warrant Share Issuance Proposal, and “FOR” the Adjournment Proposal.

Q. Do I have appraisal rights in connection with the Warrant Share Issuance Proposal?

A. No. Under the Delaware General Business Law, appraisal and dissenters’ rights are not available to any stockholder in connection with the Warrant Share Issuance Proposal, regardless of whether such stockholder votes for or against the Company.approval of the Warrant Share Issuance Proposal.

A. The meeting will be held on Tuesday, December 20, 2022 at 10:00 A.M. Eastern Standard Time, via an audio teleconference at https://agm.issuerdirect.com/MEDS (please note this link is case sensitive), subject to any postponement(s) or adjournment(s) thereof.

Q. Who can attend and vote at the Special Meeting?

Table

A. Holders of Contentscommon stock of TRxADE as of the close of business on October 31, 2022, the Record Date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting. At the close of business on the Record Date, 9,318,708 shares of our common stock were outstanding, which each vote one voting share, voting as a single class, and as such, a total of 9,318,708 voting shares are eligible to be voted at the Special Meeting.

Q: What do I need to do now and how do I vote?

Stockholder of RecordA: TRxADE encourages you to read this proxy statement carefully, and Shares Held in Brokerage Accountsto consider how the Warrant Share Issuance Proposal may affect you.

If on the Record Date your shares wereof TRxADE’s common stock are registered directly in your name with the Company’sTRxADE’s transfer agent, then you are a considered, with respect to those shares, to be the “stockholder of record,” and the proxy materials and Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card are being sent directly to you by TRxADE. There are five methods by which you may vote in personyour shares at the Special Meeting:

Q: If my shares of TRxADE’s common stock are held in “street name” by proxymy broker, dealer, bank or by any other means supported bynominee, will my broker, dealer, bank or nominee vote my shares for me and may I vote at the Company.Special Meeting?

A: If on the Record Date your shares wereof TRxADE’s common stock are held inthrough an account atwith a brokerage firm,broker, dealer, bank dealer, or other similar organization, thennominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials (or the Notice) are required to bebeing forwarded to you by that organization. The organization holdingtogether with a voting instruction card, a Notice of Internet Availability of Proxy Materials. You must provide the record holder of your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agentshares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, dealer, bank or other nominee. Please note that you may not vote shares held in your account. Youstreet name by returning a proxy card directly to TRxADE.

As the beneficial owner, you are also invited to attend the AnnualSpecial Meeting. However, since you arebecause a beneficial owner is not the stockholder of record, you may not vote these shares at the Special Meeting unless you obtain a “legal proxy” from the broker, dealer, bank or other nominee that holds your shares in persongiving you the right to vote the shares at the meeting unless you requestSpecial Meeting.

Q. What happens if I do not sign and obtain a validreturn my proxy from your brokercard or other agent.vote by telephone, fax, through the Internet or at the Special Meeting or I do not otherwise provide proxy instructions?

Multiple Stockholders Sharing the Same Address

In some cases, one copyA. If you are a stockholder of thisrecord of TRxADE’s common stock and you do not sign and return your proxy statement and the accompanying notice of Annual Meeting of stockholders and2019 Annual Report is being delivered to multiple stockholders sharing an address,card as discussed herein, your shares will not be voted at the requestSpecial Meeting and will not be counted as present for the purpose of such stockholders. Wedetermining the presence of a quorum, which is required to transact business at the Special Meeting. Assuming the presence of a quorum, the failure to return your proxy card or otherwise vote your shares at the Special Meeting will deliver promptly, upon written or oral request, a separate copyhave no effect on the outcome of this proxy statementthe Warrant Share Issuance Proposal or the accompanying noticeAdjournment Proposal (except to the extent that your failure to vote prevents the Company from obtaining a quorum at the Special Meeting, or prevents the Company from obtaining the majority vote of Annual Meeting of stockholdersshares present or 2019 Annual Report to such a stockholdervia proxy at a shared address to which a single copy of the document was delivered. Stockholders sharing an address may also submit requests for delivery of a single copy of this proxy statement or the accompanying notice of Annual Meeting of stockholders or 2019 Annual Report, but in such event will still receive separate forms of proxy for each account. To request separate or single delivery of these materials now or in the future, a stockholder may submit a written request to our Corporate Secretary, Suren Ajjarapu, at our principal executive offices at 3840 Land O’ Lakes Blvd Street, Land O’ Lakes, Florida 34639, or a stockholder may make a request by calling our Corporate Secretary, Suren Ajjarapu at (800) 261-0281.Special Meeting).

If you receivesign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Special Meeting and all of your shares will be voted “FOR” each proposal.

Q. What if I abstain from voting?

A. If you attend the Special Meeting or submit a proxy card, but affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Special Meeting, but will not be voted at the Special Meeting. As a result, your abstention will have the same effect as voting “AGAINST” each proposal.

Q. What is a “broker non-vote?”

A. “Broker non-votes” are shares held in “street name” by brokers, dealers, banks and other nominees that are present or represented by proxy at the Special Meeting, but with respect to which the broker, dealer, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, dealer, bank or nominee does not have discretionary voting power on such proposal. Because brokers, dealers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to the Warrant Share Issuance Proposal, but do have discretion to vote in connection with the Adjournment Proposal, each described in this proxy statement, if a beneficial owner of shares of TRxADE’s common stock held in “street name” does not give voting instructions to the broker, dealer, bank or other nominee, then those shares will not be counted as present or by proxy at the Special Meeting with respect to those proposals. The failure to issue voting instructions to your broker, dealer, bank or other nominee will have no effect on the outcome of the Warrant Share Issuance Proposal or the Adjournment Proposal.

Q: May I revoke or change my vote after I have provided proxy instructions?

A: Yes. You may revoke or change your vote at any time before your proxy is voted at the Special Meeting. You can do this in one of three ways: (i) delivering written notice to the Secretary of the Company at TRxADE’s principal executive offices prior to the Special Meeting, (ii) executing and delivering a proxy bearing a later date to the Secretary of the Company at TRxADE’s principal executive office prior to the Special Meeting, or (iii) voting at the Special Meeting through the meeting portal. Your attendance at the Special Meeting without further action on your part will not automatically revoke your proxy. If you have instructed your broker, dealer, bank or other nominee to vote your shares, you must follow directions received from your broker, dealer, bank or other nominee in order to change those instructions.

Q. What constitutes a quorum for the Special Meeting?

A. The presence at the Special Meeting of the holders of a majority of the outstanding shares of voting stock entitled to vote at the Special Meeting is necessary to constitute a quorum, which is necessary to conduct the Special Meeting. Your shares will be counted toward the quorum if you submit a properly executed proxy or vote at the Special Meeting. In addition, abstentions and broker non-votes will be treated as present for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting. If there is no quorum, then either the chairman of the meeting or the holders of a majority in voting power of the shares of common stock that are entitled to vote at the meeting, present at the Special Meeting or by proxy, may adjourn the meeting until a quorum is present or represented.

Q. What does it mean if I received more than one Notice of Internet Availability of Proxy Materials, it means thatvoting instruction form, or proxy card?

A. If you received more than one Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card, your shares are likely registered differently andin more than one name or are held in more than one account. ToThese should each be voted and returned separately in order to ensure that all of your shares of TRxADE’s common stock are voted, please either vote each account as discussed above under “Voting Process” on page 2,voted.

Q. Whom should I contact if I have any questions about the Warrant Share Issuance Proposal or sign and return by mail all proxy cards or voting instruction forms.the Special Meeting?

A. If you have any questions about the Warrant Share Issuance Proposal or the Special Meeting, please contact:

Janet Huffman, Chief Financial Officer

2420 Brunello Trace

Lutz, Florida 33558

Telephone: (800) 261-0281

Email: Voting Resultsjhuffman@trxade.com

The preliminaryIf you need assistance in submitting your proxy or voting results will be announcedyour shares or need additional copies of this proxy statement or the enclosed proxy card, please contact Issuer Direct, at the Annual Meeting. The final voting results will be tallied by the inspector of votingaddress, email and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting.telephone number listed below:

1 Glenwood Avenue

Suite 1001

Raleigh, North Carolina 27603

Reverse Stock SplitEmail: proxy@issuerdirect.com

On October 9, 2019, our Board of Directors, and on October 15, 2019, stockholders holding a majority of our outstanding voting shares, approved resolutions authorizing a reverse stock split of the outstanding shares of our common stock in the range from one-for-two (1-for-2) to one-for-ten (1-for-10), and provided authority to our Board of Directors to select the ratio of the reverse stock split in their discretion (the “Stockholder Authority”). On February 12, 2020, the Board of Directors of the Company approved a stock split ratio of 1-for-6 (“Reverse Stock Split”) in connection with the Stockholder Authority and the Company filed a Certificate of Amendment with the Secretary of Delaware to affect the Reverse Stock Split. The Reverse Stock Split became effective at 12:01 a.m. Eastern Standard Time on February 13, 2020.

Except as otherwise indicated, all references to our common stock and related information have been retroactively adjusted to reflect the Reverse Stock Split.

Company Mailing Address

The mailing address of our principal executive offices is 3840 Land O’ Lakes Blvd Street, Land O’ Lakes, Florida 34639.Phone: (919) 447-3740

Table of ContentsIf your shares are held through an account with a broker, dealer, bank or other nominee, you should call your broker, dealer, bank or other nominee for additional information.

INCORPORATION BY REFERENCECAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

ToThis proxy statement and the extent thatother documents referred to in this proxy statement has beencontain or will be specifically incorporated by reference into any other filingmay contain “forward-looking statements” of TRxADE within the Company under the Securities Actmeaning of 1933, as amended, orSection 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For this purpose, any statements contained herein, other than statements of historical fact, may be forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Statements that include words such as “may”, “will”, “project”, “might”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue” or “pursue” or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at various places throughout this proxy statement and the other documents referred to herein and relate to a variety of statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of our management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this proxy statement and those that are referred to in this proxy statement. All of these risks and uncertainties could potentially have an adverse impact on TRxADE’s business and financial performance, and could cause a decline in the value of TRxADE’s securities.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement or, in the case of documents referred to in this proxy statement, as of the date of those documents. The Company disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this proxy statement or to reflect the occurrence of unanticipated events, except as required by law.

More information about other potential factors that could affect TRxADE’s business and financial results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in TRxADE’s Annual Report on Form 10-K for the year ended December 31, 2021 and TRxADE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which are on file with the SEC and available on the SEC’s website at www.sec.gov. See the section of this proxy statement titledentitled “Audit Committee ReportWhere You Can Find Additional Information” (to the extent permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”)) shall not be deemed to be so incorporated, unless specifically provided otherwise in such filing., beginning on page 27.

VOTING RIGHTS AND PRINCIPAL STOCKHOLDERSPROPOSAL NO. 1:

APPROVAL OF THE ISSUANCE OF SHARES OF OUR COMMON STOCK UPON THE EXERCISE OF WARRANTS TO PURCHASE UP TO 2,663,045 SHARES OF COMMON STOCK IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(D)

The discussion of the Private Placement Warrants and the holders thereof as set forth in this proxy statement is qualified in its entirety by reference to the form of Common Stock Purchase Warrant evidencing the Private Placement Warrants, which sets forth the terms, conditions and rights of the Private Placement Warrants, a copy of which is attached to this proxy statement as Annex A and hereby incorporated by reference into this proxy statement. We encourage you to read form of Common Stock Purchase Warrant evidencing the Private Placement Warrants carefully and, in its entirety, as it is the legal document that governs the Private Placement Warrants.

HoldersGeneral

We are asking stockholders to approve the issuance of record of our common stock at the close of business on the Record Date will be entitled to one vote per share on all matters properly presented at the Annual Meeting. At the close of business on the Record Date, there were 7,484,370 shares of our common stock upon the exercise of the Private Placement Warrants, discussed below, in accordance with Nasdaq Listing Rule 5635(d), as described in more detail below.

Private Placement Warrants

On October 4, 2022, we entered into a securities purchase agreement with a certain institutional investor. The Purchase Agreement provided for the sale and issuance by the Company of an aggregate of: (i) 920,000 shares of the Company’s common stock, $0.00001 par value, (ii) pre-funded warrants to purchase up to 601,740 shares of common stock and (iii) warrants to purchase up to 2,663,045 shares of common stock (the Private Placement Warrants). The offering price per Share was $1.15 and the offering price per Pre-Funded Warrant was $1.14999. The Private Placement Warrants were sold in a concurrent Private Placement, exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of the Securities Act.

The Pre-Funded Warrants were immediately exercisable, have an exercise price of $0.00001 per share, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

Each Private Placement Warrant has an exercise price of $1.50 per share, will be exercisable following Stockholder Approval and will expire on the fifth anniversary of the date on which the Private Placement Warrants become exercisable. The Private Placement Warrants contain standard adjustments to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions, and include full ratchet anti-dilutive rights in the event the Company issues shares of common stock or common stock equivalents within fifteen months of the initial exercise date, with a value less than the then exercise price of such Private Placement Warrants, subject to certain customary exceptions, and further subject to a minimum exercise price of $0.232 per share. The Private Placement Warrants also include certain rights upon ‘fundamental transactions’ as described in the Private Placement Warrants, including allowing the holders thereof to require that the Company re-purchase such Private Placement Warrants at the Black Scholes Value of such securities.

The Pre-Funded Warrants have cashless exercise rights and to the extent the shares of common stock underlying the Private Placement Warrants are not registered under the Securities Act, the Private Placement Warrants include cashless exercise rights.

If we fail for any reason to deliver shares of common stock upon the valid exercise of the Pre-Funded Warrants or Private Placement Warrants, subject to our receipt of a valid exercise notice and the aggregate exercise price, by the time period set forth in the Pre-Funded Warrants or Private Placement Warrants, we are required to pay the applicable holder, in cash, as liquidated damages as set forth in the Pre-Funded Warrants and Private Placement Warrants. The Pre-Funded Warrants and Private Placement Warrants also include customary buy-in rights in the event we fail to deliver shares of common stock upon exercise thereof within the time periods set forth in the Pre-Funded Warrants and Private Placement Warrants.

Under the terms of the Pre-Funded Warrants and Private Placement Warrants, a holder will not be entitled to exercise any portion of any such warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of common stock would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such warrant, which percentage may be increased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such warrants, provided that such percentage may in no event exceed 9.99%, and provided further that the Purchaser has elected to increase the ownership limitation to 9.99% in connection with the initial issuance of the Pre-Funded Warrants.

The Private Placement Warrants may not be exercised by the holder thereof until or unless the Company’s stockholders have approved the issuance of shares of common stock upon the exercise of such Private Placement Warrants pursuant to the applicable rules and regulations of the Nasdaq Stock Market, including the issuance of the shares of common stock issuable upon exercise of the Private Placement Warrants in excess of 19.99% of the issued and outstanding common stock on the closing date of the offering, which Stockholder Approval we are seeking pursuant to the Warrant Share Issuance Proposal at the Special Meeting. Subject to the rules and regulations of the Nasdaq Capital Market, the Company may at any time during the term of the Private Placement Warrants, reduce the then current exercise price thereof to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

As an additional requirement to the offering, all of the officers and directors of the Company were required to enter into an agreement agreeing to vote all common stock over which such persons have voting control as of the record date for the meeting of stockholders of the Company, which Voting Agreements have been entered into by such required persons. As a result, each of our officers and directors have agreed to vote all of the voting shares which they hold as of the Record Date, a total of 4,525,591 or 48.6% of our total voting shares as of the Record Date, in favor of the Warrant Share Issuance Proposal.

The offering of the Shares, Pre-Funded Warrants and Private Placement Warrants resulted in gross proceeds to the Company of approximately $1.75 million. The net proceeds to the Company from the offering are expected to be approximately $1.5 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for general corporate purposes. On October 4, 2022, the Company also entered into a placement agent agreement with Maxim Group LLC. Pursuant to the terms of the Placement Agent Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. The Company will pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds generated from the sale of the Shares and Pre-Funded Warrants and will reimburse the Placement Agent for certain of its expenses in an aggregate amount up to $35,000.

The transactions contemplated by the Purchase Agreement closed on October 7, 2022.

We agreed pursuant to the Purchase Agreement that as soon as practicable (and in any event within 60 calendar days of the date of Purchase Agreement), that we would file a registration statement on Form S-1 providing for the resale by the Purchaser of the shares of common stock issuable upon exercise of the Private Placement Warrants, use commercially reasonable efforts to cause such registration statement to become effective within 181 days following the closing date of the offerings and to keep such registration statement effective at all times until no Purchaser owns any Private Placement Warrants or shares of common stock issuable upon exercise thereof.

We also agreed to hold a special meeting of stockholders or take action via written consent of stockholders, at the earliest practical date, but no later than December 20, 2022, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and to solicit proxies from our stockholders in connection therewith. We are required to use our reasonable best efforts to obtain such Shareholder Approval. If we do not obtain Shareholder Approval at the first meeting, we are required to call a meeting every six months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Private Placement Warrants are no longer outstanding. OtherAs discussed above, the Special Meeting is being called to satisfy the above requirement of the Purchase Agreement.

Pursuant to the Purchase Agreement the Company has agreed that, subject to certain exceptions, (i) it will not issue any shares of common stock for a period of 90 days following the later of (A) the date of Stockholder Approval and (B) the Effective Date, subject to certain customary and pre-agreed exceptions and that (ii) it will not enter into a variable rate transaction for a period of nine months following the Effective Date.

We also agreed to provide the Purchaser a right of participation for 12 months following the closing date to participate up to 25% in any subsequent offering we may undertake of equity or debt.

The offering of the Shares, Pre-Funded Warrants and the shares of common stock issuable upon exercise of the Pre-Funded Warrants are being made pursuant to a registration statement on Form S-3 (File No. 333- 266432), which was filed by the Company with the Securities and Exchange Commission on July 29, 2022, and declared effective on August 8, 2022, as supplemented by a prospectus supplement dated October 4, 2022.

The Private Placement Warrants and the shares of common stock issuable upon exercise of the Private Placement Warrants are not registered under the registration statement discussed above, and are instead being sold in a private transaction, exempt from registration under the Securities Act.

Stockholder Approval

Pursuant to the Purchase Agreement, the Company agreed to hold a special meeting of stockholders or take action via written consent of stockholders, at the earliest practical date, but no later than December 20, 2022, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and to solicit proxies from our stockholders in connection therewith. We are required to use our reasonable best efforts to obtain such Shareholder Approval. If we do not obtain Shareholder Approval at the first meeting, we are required to call a meeting every six months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Private Placement Warrants are no longer outstanding. As discussed above, the Special Meeting is being called to satisfy the above requirement of the Purchase Agreement.

A vote in favor of the Warrant Share Issuance Proposal is a vote “for” approval of all shares of common stock issuable upon exercise of the Private Placement Warrants.

Exercise of the Private Placement Warrants could result in the issuance of 20% or more of our common stock outstanding as of October 7, 2022, the date that the Private Placement Warrants were granted by the Company. Because NASDAQ Stock Market listing standards (Listing Rule 5635(d)) state, as described below, that, in certain circumstances, an issuer is required to obtain stockholder approval before the issuance or potential issuance of a number of shares of common stock equal to 20% or more of its common stock outstanding before the issuance, the agreement evidencing the Private Placement Warrants currently prohibits the issuance of common stock upon exercise of the Private Placement Warrants until or unless the Company has received stockholder approval for the issuance of more than 19.99% of the common stock outstanding as of October 7, 2022, or 1,679,741 shares of common stock, which we have no other voting securities currently outstanding.refer to as the “Exchange Cap”. Stockholder approval of the Warrant Share Issuance Proposal at the Special Meeting would eliminate the Exchange Cap.

Our stockholders do notSpecifically, Nasdaq Listing Rule 5635(d), requires stockholder approval in connection with a transaction other than a public offering involving the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for a price that is less than the lower of (i) the Nasdaq closing price immediately preceding the signing of the binding agreement, or (ii) the average of the Nasdaq closing price for the five trading days immediately preceding the signing of the binding agreement. Pursuant to Nasdaq rules, the presence of any provision that could cause the conversion or exercise price of a convertible security to be reduced to below the Minimum Price immediately before the entering into of the binding agreement will cause the transaction to be viewed as a discounted issuance. Because the 2,663,045 shares of common stock issuable upon exercise of the Private Placement Warrants total more than 19.99% of the Company’s outstanding shares of common stock on the date the Private Placement Warrants were granted and because the Private Placement Warrants have dissenters’anti-dilutive rights, or similar rightsand were deemed sold at below the Minimum Price, the Company is seeking stockholder approval for removal of appraisal with respectthe Exchange Cap, and for the issuance of the shares of common stock upon exercise of the Private Placement Warrants, as described in greater detail above, pursuant to the proposals described herein and, moreover, do not have cumulative voting rights with respect to the election of directors.Nasdaq Listing Rule 5635(d).

The summary of the terms of the Private Placement Warrants above is qualified in its entirety by reference to the copy of the form of Common Stock Purchase Warrant evidencing the Private Placement Warrants which is included herewith as Annex A, which is incorporated herein by reference. You should read this summary together with the form of Common Stock Purchase Warrant evidencing the Private Placement Warrants.

Potential Adverse Effects — Dilution and Impact on Existing Stockholders

The issuance of shares of common stock upon exercise of the Private Placement Warrants will have a dilutive effect on current stockholders in that the percentage ownership of the Company held by such current stockholders will decline as a result of the issuance of the common stock issuable upon exercise of the Private Placement Warrants. This means also that our current stockholders will own a smaller interest in us as a result of the exercise of the Private Placement Warrants and therefore have less ability to influence significant corporate decisions requiring stockholder approval. Issuance of the common stock issuable upon exercise of the Private Placement Warrants could also have a dilutive effect on the book value per share and any future earnings per share. Dilution of equity interests could also cause prevailing market prices for our common stock to decline.

If the Private Placement Warrants are exercised in full for cash, a total of 2,663,045 shares of common stock will be issuable to the holder of the Private Placement Warrants and this dilutive effect may be material to current stockholders of the Company.

Risks Related to the Private Placement Warrants

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.”

Assuming Stockholder Approval is received, 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. Under the terms of the Purchase Agreement, we have agreed to file a registration statement to register the Private Warrant Shares, as soon as practicable (and in any event within 60 calendar days of the date of the Purchase Agreement), and use commercially reasonable efforts to cause such registration statement to become effective within 181 days following the closing date of the offering of the Securities and to keep such registration statement effective at all times until the investor holds no Private Placement Warrants or Private 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 could discourage an acquisition of us by a third party.

Certain provisions of the Private Placement Warrants could make it more difficult or expensive for a third party to acquire us. The Private Placement Warrants 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. 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 minimum exercise price of $0.232 per share. 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 may be accounted for as liabilities and the changes in value of such Private Placement Warrants may have a material effect on our financial results.

We are currently evaluating the terms of the warrant agreements entered into in connection with sale of the Private Placement Warrants. It is possible that we and/or our auditors will conclude that because of the terms of such Private Placement Warrants, such Private Placement Warrants should be accounted for as liability instruments. As a result, the Company would be required to classify the Private Placement Warrants as liabilities. Under the liability accounting treatment, the Company would be 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.

Assuming Stockholder Approval is received, the Private Placement Warrants will be exercisable for up to 2,663,045 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.

Required Vote; Recommendation of the Board of Directors

Approval of the Warrant Share Issuance Proposal requires the affirmative vote of the holders of a majority of TRxADE’s common stock (which each vote one voting share on all stockholder matters) present at the Special Meeting or by proxy and entitled to vote on the matter at the Special Meeting (meaning that of the shares of common stock represented at the Special Meeting and entitled to vote, a majority of them must be voted “FOR” the Warrant Share Issuance Proposal for it to be approved). For purposes of the vote on this Warrant Share Issuance Proposal, an abstention will have the same effect as voting “AGAINST” the Warrant Share Issuance Proposal, but the failure to sign and return your proxy card or vote by telephone, fax, over the Internet or at the Special Meeting will have no effect on the outcome of the proposal. Broker non-votes will also have no effect on the outcome of the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU

VOTE “FOR” THE WARRANT SHARE ISSUANCE PROPOSAL.

PROPOSAL NO. 2:

THE ADJOURNMENT PROPOSAL

General

If the number of shares of common stock (which each vote one voting share on all stockholder matters) present at the Special Meeting or represented by proxy at the Special Meeting and voting in favor of the proposal to approve the Warrant Share Issuance Proposal is insufficient to approve the Warrant Share Issuance Proposal at the time of the Special Meeting, we intend to move to adjourn the Special Meeting, if necessary or appropriate (as determined in good faith by our Board of Directors) to a later time or date, from time to time, in order to enable the Board of Directors to solicit additional proxies in respect of the Warrant Share Issuance Proposal.

In the Adjournment Proposal, we are asking you to authorize the holder of any proxy solicited by the Board of Directors to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the Special Meeting to another time and place for the purpose of soliciting additional proxies. If our stockholders approve the Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously voted.

Required Vote; Recommendation of the Board of Directors

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of TRxADE’s common stock (which each vote one voting share on all stockholder matters) present at the Special Meeting or by proxy and entitled to vote on the matter at the Special Meeting (meaning that of the shares of common stock represented at the Special Meeting and entitled to vote, a majority of them must be voted “FOR” the Adjournment Proposal for it to be approved). For purposes of the vote on this Adjournment Proposal, an abstention will have the same effect as voting “AGAINST” the Adjournment Proposal, but the failure to sign and return your proxy card or vote by telephone, fax, over the Internet or at the Special Meeting will have no effect on the outcome of the proposal. Broker non-votes will also have no effect on the outcome of the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU

VOTE “FOR” THE ADJOURNMENT PROPOSAL.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Management and Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of our common stock by (i) each person who is known by the Company to own beneficially more than five percent (5%) of our outstanding voting stock; (ii) each of our directors; (iii) each of our executive officers and significant employees; and (iv) all of our current executive officers, significant employees and directors as a group, as of the Record Date.

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

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

We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 3840 Land O’ Lakes Blvd Street, Land O’ Lakes, Florida 34639.2420 Brunello Trace, Lutz, FL 33558. All of the securities reported below are common stock shares as we do not currently have any other outstanding classes of stock other than our common stock.

* Less than one 1%

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⁽¹⁾Includes (i) 1,190,6251,112,516 shares owned directly by Mr. Ajjarapu, (ii) 675,000 shares owned by Mr. Ajjarapu’s wife, which Mr. Ajjarapu claims beneficial ownership of, (iii) 212,500 shares owned by the Surendra Ajjarapu Revocable Trust of 2007, which Mr. Ajjarapu claims beneficial ownership of, as Trustee, (iv) 212,500 shares owned by the Sandhya Ajjarapu Revocable Trust of 2007, which Mr. Ajjarapu claims beneficial ownership of, as Trustee, and which shares Mr. Ajjarapu is therefore deemed to beneficially own, and (v) options to purchase 4,16714,584 shares of common stock granted in 2019, that are exercisable within 60 days of the Record Date. Includes 212,500 shares of common stock beneficially owned by Mr. Ajjarapu which are subject to a pledge agreement. In April 2018, Mr. Ajjarapu, through an entity which he owned, entered into an agreement with a third party to purchase certain shares of common stock of Nexgen Memantine, Inc. (“Nexgen”). The purchase price for the shares was $1.5 million, which amount was due prior to December 31, 2019. In order to secure the payment of the purchase price, Mr. Ajjarapu provided the seller a security interest in, and pledged into escrow, 212,500 of his shares of Company common stock. Mr. Ajjarapu retained all voting and other rights associated with the pledged stock. The purchase agreement provided that if the purchase price was not paid on December 31, 2019, an amount of Mr. Ajjarapu’s shares equal in value to $1.5 million, based on 30-day average stock prices, would be transferred to the seller to satisfy the $1.5 million obligation. The purchase price was not paid on December 31, 2019, and Mr. Ajjarapu is currently in the process of transferring 201,613 shares of the Company’s common stock to the Seller, based on a 30-day average stock price of $7.44 (taking into account the Reverse Stock Split), to satisfy the stock purchase obligation. The transfer of the shares will satisfy in full Mr. Ajjarapu’s obligations under the stock purchase agreement. Does not include any shares awarded on April 14, 2020, which were not outstanding on the Record Date.

⁽²⁾Includes (i) 1,225,0001,261,120 shares owned directly by Mr. Patel, (ii) 416,667 shares owned by Rina Patel, Mr. Patel’s wife, which Mr. Patel claims beneficial ownership of, (iii) 400,000 shares owned by the Patel Trust; and (iv) options to purchase 4,16714,584 shares of common stock granted in 2019, that are exercisable within 60 days of the Record Date, which Mr. Patel claims beneficial ownership of, as Trustee. Does not include any shares awarded on April 14, 2020, which were not outstanding on the Record Date.

⁽³⁾Includes 39,07349,281 shares of common stock issuable upon the exercise of stock options that are exercisable within 60 days of the Record Date. Does not include any shares awarded on April 14, 2020, which were not outstanding on the Record Date.

⁽⁴⁾Includes 55,959 shares of common stock issuable upon the exercise of stock options that are exercisable within 60 days of the Record Date. Does not include any shares awarded on April 14, 2020, which were not outstanding on the Record Date.

⁽⁵⁾Includes 34,697 shares of common stock issuable upon the exercise of stock options that are exercisable within 60 days of the Record Date. Does not include any options awarded on April 14, 2020, which were not outstanding on the Record Date.

⁽⁶⁾Includes 2,083 shares of common stock issuable upon the exercise of stock options that are exercisable within 60 days of the Record Date. Does not include any options awarded on April 14, 2020, which were not outstanding on the Record Date.

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⁽⁷⁾Includes 138,890 shares of common stock of the Company and warrants to purchase 335,002 shares of common stock at an exercise price of $0.06 per share that are exercisable within 60 days of the Record Date, and which are held jointly with Mr. Mahendiran’ s wife, as tenants by entirety. Address: 4427 Corral Road, Warrenton, Virginia 20187.

⁽⁸⁾The securities held by R.S.N., LLC are beneficially owned by Darshan Ran and Savitri Ran, its Members. Address: 744 Broadway Avenue, Orillia, Ontario, Canada. Information comes from the Schedule 13G/A filed by R.S.N., LLC with the SEC on October 8, 2019, which we do not know or have reason to believe is not complete or accurate and on which we are relying pursuant to applicable SEC regulations.

⁽⁵⁾ The securities are directly held by Armistice Capital Master Fund Ltd. (the “Master Fund”), a Cayman Islands exempted company, and may be deemed to be indirectly beneficially owned by (i) Armistice Capital, LLC (“Armistice”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein. Address 510 Madison Avenue, 7th Floor, New York, NY 10022.

⁽⁶⁾ Includes shares of common stock issuable upon exercise of Pre-Funded Warrants to purchase up to 601,740 shares of common stock, which are subject to a 9.99% beneficial ownership limitation.

Change of Control

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

CORPORATE GOVERNANCE

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations.

Board Leadership Structure

Our Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer (“CEO”), Mr. Ajjarapu. The Board of Directors believes that this leadership structure is the most effective and efficient for the Company at this time. Mr. Ajjarapu possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the Company, and is thus best positioned to develop agendas that ensure that the Board of Directors’ time and attention are focused on the most critical matters. Combining the Chairman of the Board and CEO roles promotes decisive leadership, fosters clear accountability and enhances the Company’s ability to communicate its message and strategy clearly and consistently to our stockholders, particularly during periods of turbulent economic and industry conditions. The Board believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure.

Risk Oversight

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

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

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Family Relationships

None of our directors are related by blood, marriage, or adoption to any other director, executive officer, or other key employees.

Arrangements between Officers and Directors

To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer.

Other Directorships

No directors of the Company are also directors of issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act).

Involvement in Certain Legal Proceedings

None of our executive officers or directors has been involved in any of the following events during the past ten years:

Board of Directors and Committee Meetings

During the fiscal years that ended on December 31, 2019 and 2018, the Board held eleven and six meetings, respectively, the Audit Committee held four and four meetings, respectively, the Compensation Committee held one and one meetings, respectively, and the Nominating and Corporate Governance Committee (which was formed on November 20, 2019), held one and zero meetings, respectively. All directors attended at least 75% of the Board of Directors meetings and committee meetings of the committees on which they served, during the fiscal years ended December 31, 2019 and 2018.

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COMMITTEES OF THE BOARD

Our Board of Directors has the authority to appoint committees to perform certain management and administration functions. Our Board of Directors currently has three committees: the audit committee, the compensation committee, and the nominating and corporate governance committee.

Board Committee Membership

(1) Chairman of Board of Directors.

C - Chairman of Committee.

M - Member.

Audit Committee

The Audit Committee, which is comprised exclusively of independent directors, has been established by the Board to oversee our accounting and financial reporting processes and the audits of our financial statements.

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

The Board has also determined that Mr. Peterson is an “audit committee financial expert” (as defined in the SEC rules) because he has the following attributes: (i) an understanding of generally accepted accounting principles in the United States of America (“GAAP”) and financial statements; (ii) the ability to assess the general application of such principles in connection with accounting for estimates, accruals and reserves; (iii) experience analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements; (iv) an understanding of internal control over financial reporting; and (v) an understanding of audit committee functions. Mr. Peterson has acquired these attributes by means of having held various positions that provided relevant experience, as described in his biographical information under “Proposal 1 – Election of Directors” below (beginning on page 26).

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

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

Compensation Committee

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

The Compensation Committee Charter was filed asExhibit 99.2 to the Current Report on Form 8-K which we filed with the SEC on October 28, 2019.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Messrs. Donald G. Fell (Chairman) and Dr. Pamela Tenaerts and Mr. Michael L. Peterson, who are each independent members of our Board of Directors. No member of the Compensation Committee is an employee or a former employee of the Company. During fiscal 2019, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee. Accordingly, the Compensation Committee members have no interlocking relationships required to be disclosed under SEC rules and regulations.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, which is comprised exclusively of independent directors, is responsible for identifying prospective qualified candidates to fill vacancies on the Board, recommending director nominees (including chairpersons) for each of our committees, developing and recommending appropriate corporate governance guidelines and overseeing the self-evaluation of the Board.

In considering individual director nominees and Board committee appointments, our Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and Board committees and to identify individuals who can effectively assist the Company in achieving our short-term and long-term goals, protecting our stockholders’ interests and creating and enhancing value for our stockholders. In so doing, the Nominating and Corporate Governance Committee considers a person’s diversity attributes (e.g., professional experiences, skills, background, race and gender) as a whole and does not necessarily attribute any greater weight to one attribute. Moreover, diversity in professional experience, skills and background, and diversity in race and gender, are just a few of the attributes that the Nominating and Corporate Governance Committee takes into account. In evaluating prospective candidates, the Nominating and Corporate Governance Committee also considers whether the individual has personal and professional integrity, good business judgment and relevant experience and skills, and whether such individual is willing and able to commit the time necessary for Board and Board committee service.

While there are no specific minimum requirements that the Nominating and Corporate Governance Committee believes must be met by a prospective director nominee, the Nominating and Corporate Governance Committee does believe that director nominees should possess personal and professional integrity, have good business judgment, have relevant experience and skills, and be willing and able to commit the necessary time for Board and Board committee service. The Company does not have a formal diversity policy. However, the Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending individuals that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound business judgment using their diversity of experience in various areas. We believe our current directors possess diverse professional experiences, skills and backgrounds, in addition to (among other characteristics) high standards of personal and professional ethics, proven records of success in their respective fields and valuable knowledge of our business and our industry.

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The Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. The Nominating and Corporate Governance Committee also regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or other circumstances. In addition, the Nominating and Corporate Governance Committee considers, from time to time, various potential candidates for directorships. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, stockholders or other persons. These candidates may be evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year.

The Committee evaluates director nominees at regular or special Committee meetings pursuant to the criteria described above and reviews qualified director nominees with the Board. The Committee selects nominees that best suit the Board’s current needs and recommends one or more of such individuals for election to the Board.

The Committee will consider candidates recommended by stockholders, provided the names of such persons, accompanied by relevant biographical information, and other information as required by the Company’s Bylaws, are properly submitted in writing to the Secretary of the Company in accordance with the manner described for stockholder proposals under “Stockholders Proposals” on page 37 below. The Secretary will send properly submitted stockholder recommendations to the Committee. Individuals recommended by stockholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means. The Committee also may, in its discretion, consider candidates otherwise recommended by stockholders without accompanying biographical information, if submitted in writing to the Secretary.

In addition, the Company’s Bylaws permit stockholders to nominate directors at an annual meeting of stockholders or at a special meeting at which directors are to be elected in accordance with the notice of meeting pursuant to the requirements of the Company’s Bylaws and applicable NASDAQ and SEC rules and regulations.

The Nominating and Corporate Governance Committee was formed on November 20, 2019.

The Nominating and Corporate Governance Committee Charter was filed asExhibit 99.1 to the Current Report on Form 8-K which we filed with the SEC on November 20, 2019.

Executive Sessions of the Board of Directors

The independent members of the Board of Directors of the Company meet in executive session (with no management directors or management present) from time to time, but at least once annually. The executive sessions include whatever topics the independent directors deem appropriate.

Stockholder Communications with the Board

Our stockholders and other interested parties may communicate with members of the Board by submitting such communications in writing to our Corporate Secretary, 3840 Land O’ Lakes Blvd Street, Land O’ Lakes, Florida 34639, who, upon receipt of any communication other than one that is clearly marked “Confidential,” will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked “Confidential,” our Corporate Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication to the director(s) to whom it is addressed. If the correspondence is not addressed to any particular Board member or members, the communication will be forwarded to a Board member to bring to the attention of the Board.

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Director Independence

The Board of Directors annually determines the independence of each director and nominee for election as a director. The Board makes these determinations in accordance with NASDAQ’s listing standards for the independence of directors and the SEC’s rules.

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

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

Code of Ethics

Our Board of Directors has adopted a Code of Ethics that applies to all of our directors, officers and employees. The Code of Ethics will be available for review in print, without charge, to any stockholder who requests a copy by writing to us at Trxade Group, Inc., 3840 Land O’ Lakes Blvd, Land O’ Lakes, Florida, 34639, Attention: Investor Relations. Each of our directors, employees and officers are required to comply with the Code of Ethics.

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

We intend to disclose any amendments to our Code of Ethics and any waivers with respect to our Code of Ethics granted to our principal executive officer, our principal financial officer, or any of our other employees performing similar functions on our website athttps://www.trxadegroup.com within four business days after the amendment or waiver. In such case, the disclosure regarding the amendment or waiver will remain available on our website for at least 12 months after the initial disclosure. There have been no waivers granted with respect to our Code of Ethics to any such officers or employees.

Policy on Equity Ownership

The Company does not have a policy on equity ownership at this time. However, as illustrated in the “Security Ownership of Certain Beneficial Owners and Management” table on page 6, all Named Executive Officers and directors are beneficial owners of stock of the Company.

Policy Against Hedging

The Company recognizes that hedging against losses in Company shares may disturb the alignment between stockholders and executives that equity awards are intended to build. Accordingly, the Company has incorporated prohibitions on ‘short sales’ within its insider trading policy, which applies to directors, officers and employees.

Compensation Recovery

Under the Sarbanes–Oxley Act of 2002 (the “Sarbanes-Oxley Act”), in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and Chief Financial Officer. We plan to implement a clawback policy in the future, although we have not yet implemented such policy.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers.

SUREN AJJARAPU, CHAIRMAN, CHIEF EXECUTIVE OFFICER AND SECRETARY

Information regarding Mr. Ajjarapu is set forth in “Proposal No. 1 – Election of Directors”, below(beginning on page 26).

PRASHANT PATEL, DIRECTOR, PRESIDENT AND CHIEF OPERATING OFFICER

Information regarding Mr. Patel is set forth in “Proposal No. 1 – Election of Directors”, below(beginning on page 26).

HOWARD A. DOSS, CHIEF FINANCIAL OFFICER

Mr. Doss has served as our CFO since January 2014. Mr. Doss has served in a variety of capacities with accounting and investment firms. He joined the staff of Seidman & Seidman (BDO Seidman, Dallas) in 1977 and, in 1980, he joined the investment firm Van Kampen Investments, opening the firm’s southeast office in Tampa, Florida in 1982. He remained with the firm until 1996 when he joined Franklin Templeton to develop corporate retirement plan distribution. After working for the Principal Financial Group office in Tampa, Florida, Mr. Doss was City Executive for U.S. Trust in Sarasota, Florida, responsible for high net worth individuals. He retired from that position in 2009. He served as CFO and Director for Sansur Renewable Energy, an alternative energy development company, from 2010 to 2012. Mr. Doss has also served as President of STARadio Corp. since 2005. Mr. Doss is a member of the America Institute of CPA’s. He is a graduate of Illinois Wesleyan University.

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AUDIT COMMITTEE REPORT

The Audit Committee represents and assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, the performance of the Company’s internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee manages the Company’s relationship with its independent registered public accounting firm (which reports directly to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding, as determined by the Audit Committee, from the Company for such advice and assistance.

In connection with the audited financial statements of the Company for the year ended December 31, 2019, the Audit Committee of the Board of Directors of the Company (1) reviewed and discussed the audited financial statements with the Company’s management; (2) discussed with the Company’s independent auditors the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the Securities and Exchange Commission; (3) received the written disclosures and the letter from the independent auditors required by the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence; (4) discussed with the independent auditors the independent auditors’ independence; and (5) considered whether the provision of non-audit services by the Company’s principal auditors is compatible with maintaining auditor independence.

Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements for the year ended December 31, 2019 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the Securities and Exchange Commission.

The undersigned members of the Audit Committee have submitted this Report to the Board of Directors.

Audit Committeeof Trxade Group, Inc

/s/ Michael L. Peterson (Chairman)

/s/ Donald G. Fell

/s/ Dr. Pamela Tenaerts

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed and discussed the Company’s Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (by incorporation by reference) and proxy statement for the Company’s 2020 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission.

Respectfully submitted,

The Compensation Committee of Trxade Group, Inc.STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING

/s/ Donald G. Fell (Chairman)

/s/ Dr. Pamela Tenaerts

/s/ Michael L. Peterson

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EXECUTIVE COMPENSATION

Summary Executive Compensation Table

The following table sets forth certain information concerning compensation earned by or paid to certain persons who we refer to as our “Named Executive Officers” for services provided for the fiscal years ended December 31, 2019 and 2018. Our Named Executive Officers include persons who (i) served as our principal executive officer or acted in a similar capacity during the years ended December 31, 2019 and 2018, (ii) were serving at fiscal year-end as our two most highly compensated executive officers, other than the principal executive officer, whose total compensation exceeded $100,000, and (iii) if applicable, up to two additional individuals for whom disclosure would have been provided as a most highly compensated executive officer, but for the fact that the individual was not serving as an executive officer at fiscal year-end.