As filed with the Securities and Exchange Commission on November 4, 2022

File No. 024-12009 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A/A

(Amendment No. 1)

REGULATION A OFFERING CIRCULAR 

UNDER THE SECURITIES ACT OF 1933

(Exact name of issuer as specified in its charter)

(State of other jurisdiction of incorporation or organization)

7118 South Kanner Highway

  Stuart, Florida 34997

(Address, including zip code, and telephone number, 

including area code of issuer’s principal executive office)

Anthony Paquin 

 Chief Executive Officer

The iRemedy Healthcare Companies, Inc. 

 7118 South Kanner Highway

Stuart, Florida 34997 
 Phone: (407) 395-4283
(Name, address, including zip code, and telephone number,including area code, of agent for service)

Copy to: 

Laura Anthony, Esq.

Craig D. Linder, Esq.

Anthony L.G., PLLC

625 N. Flagler Drive, Suite 600

West Palm Beach, Florida 33401

Phone: (561) 514-0936 

Fax: (561) 514-0832

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Offering Circular was filed may be obtained.

Preliminary Offering Circular 

November 4, 2022

Subject to Completion

The iRemedy Healthcare Companies, Inc. 

7118 South Kanner Highway

 Stuart, Florida 34997

 (407) 395-4283

3,382,352 Shares of Common Stock

Minimum Purchase: 100 shares of Common Stock ($850.00)

The iRemedy Healthcare Companies, Inc., a Delaware corporation (the “Company” or “iRemedy”), is offering up to 3,382,352 shares (“Shares”) of its common stock, par value $0.000025 per share (“Common Stock”), at a fixed price of $8.50 per share of Common Stock, with an aggregate amount of $28,750,000 (“Maximum Offering”), in a “Tier 2 Offering” under Regulation A (the “Offering”). Of such Maximum Offering, we are offering up to (i) 2,941,176 shares for cash and (ii) 441,176 Shares eligible to be issued as Bonus Shares (as defined in this Offering Circular) depending on level of investment as further described in “Plan of Distribution” in this Offering Circular. There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to close. The minimum investment amount per investor is $850 (100 shares of Common Stock); however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion. The subscriptions, once received, are irrevocable. This Offering is being conducted on a self-underwritten “best efforts” basis through our officers and directors, which means our officers and directors will attempt to sell the securities we are offering in this Offering Circular, but there is no guarantee that any minimum amount will be sold by them. This Offering Circular will permit our officers and directors to sell the securities directly to the public, with no commission or other remuneration payable to them for any securities they may sell. In offering the securities on our behalf, the officers and directors will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended. Notwithstanding, we reserve the right to use one or more registered broker-dealers and members of Financial Industry Regulatory Authority (“FINRA”), acting as underwriters or placement agents, in which event the broker-dealers will also conduct the Offering on a “best efforts” basis, and pay such broker-dealers a cash commission of up to 5.0% of the gross proceeds raised by such broker-dealers. See “Plan of Distribution” in this Offering Circular. None of the Shares offered are being sold by present security holders of the Company.

The Company has engaged Dalmore Group, LLC, a New York limited liability company and broker-dealer registered with the SEC and a member of FINRA (“Dalmore”), to provide broker-dealer and administrative services related to operations and compliance, but not underwriting or placement agent services, in all 50 states, District of Columbia and the territories of the United States in connection with this Offering. The administrative services Dalmore will provide include the review of investor information, including Know Your Customer data, Anti-Money Laundering and other compliance checks, and the review of subscription agreements and investor information. As compensation for these broker-dealer and administrative services, the Company has agreed to pay Dalmore a one-time setup fee in the amount of $5,000 and a $20,000 consulting fee, plus a 1.0% cash commission on the aggregate amount raised by the Company in this Offerings, as described in the Broker-Dealer Agreement between the Company and Dalmore.

For purposes of clarification, the 1.0% cash commission to Dalmore would be in addition to the 5.0% cash commission to the broker-dealers, acting as underwriters or placement agents, resulting in a potential aggregate cash commission of up to 6.0% on the aggregate amount raised in this Offering.

The Company has engaged OpenDeal Broker LLC (“OpenDeal Broker”) to assist with processing of investments through the online investment platform at www.republic.co maintained for OpenDeal Broker’s benefit by its affiliates (the “Republic Platform”). OpenDeal Broker will act as the placement agent for only those subscriptions received through Republic Platform. The Republic Platform will be used to communicate the offering to investors so they may purchase the securities in this offering through OpenDeal Broker. As compensation, the Company will pay to OpenDeal Broker a cash commission equal to 5% of the amount raised through the Republic Platform. OpenDeal Broker will also receive a securities commission equivalent to 2% of the dollar value of the securities issued to investors through the Republic Platform at the time of closing (excluding Bonus Shares). OpenDeal Broker will comply with lock-up restriction required by FINRA Rule 5110(e)(1), not selling, transferring, assigning, pledging, or hypothecating or subjecting such to any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities commission for a period of 180 days beginning on the date of commencement of sales of the public equity offering with respect to the Commission, unless FINRA Rule 5110(e)(2) applies. Pursuant to FINRA Rule 5110(g), OpenDeal Broker will not accept a securities commission in options, warrants or convertibles which violates 5110(g) including but not limited to (a) is exercisable or convertible more than five years from the commencement of sales of the public offering; (b) has more than one demand registration right at the issuer's expense; (c) has a demand registration right with a duration of more than five years from the commencement of sales of the public offering; (d) has a piggyback registration right with a duration of more than seven years from the commencement of sales of the public offering; (e) has anti-dilution terms that allow the participating members to receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; or (f) has anti-dilution terms that allow the participating members to receive or accrue cash dividends prior to the exercise or conversion of the security.

We expect to commence the sale of the Shares as of the date on which the Offering Statement of which this Offering Circular is a part is declared qualified by the United States Securities and Exchange Commission (“SEC”). The Offering is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) the close of business 90 days after the date that this Offering is deemed qualified by the SEC, unless sooner terminated or extended for additional 90 day-incremental periods in the sole discretion of the Company (“Termination Date”). The initial 90-day offering period and any additional 90 day-incremental offering periods will, in the aggregate, not exceed 24 months from the date of this Offering Circular, pursuant to Rule 251(d)(3) of Regulation A.

The Company has also engaged Dalmore Technology, LLC (“Technology Agent”) to provide certain technology services to the Company in connection with the Offering, including the online platform (Dalmore Direct) of the Technology Agent. After the qualification by the SEC of the Offering Statement of which this Offering Circular is a part, the Offering will be conducted on the online platform of Technology Agent through the Investor Relations page of our website at www.iremedy.com, whereby investors will receive, review, execute and deliver subscription agreements electronically as well as make payment of the purchase price by ACH debit transfer, wire transfer or credit card to an account designated by the Company. Credit card subscription shall not exceed the lesser of $5,000 or the amount permitted by applicable law, per subscriber. Investors contemplating using their credit card to invest are urged to carefully review “Risk Factors – Risks of investing using a credit card.” There is no escrow established for this Offering. We will hold closings upon the receipt of investors’ subscriptions and acceptance of such subscriptions by the Company. If, on the initial closing date, we have sold less than the Maximum Offering, then we may hold one or more additional closings for additional sales, until the earlier of: (i) the sale of the Maximum Offering, or (ii) the Termination Date. Funds will be promptly refunded without interest, for sales that are not consummated.

Prior to this Offering, there has been no public market for our shares of Common Stock and a public market may never develop, or, if any market does develop, it may not be sustained. Our Common Stock is not traded on any exchange or on the over-the-counter market. We presently do not intend to seek the quotation of our Common Stock, but should we hereinafter elect to do so, there can be no assurances that such quotation will ever materialize. There can be no assurance that our Common Stock will ever be quoted on a stock exchange or a quotation service or that any market for our Common Stock will develop.

No sales of Shares will be made prior to the qualification of the Offering statement by the SEC in the United States. All Shares will be initially offered in all jurisdictions at the same price that is set forth in this Offering Circular.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

An investment in the Shares is subject to certain risks and should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective investors should carefully consider and review the RISK FACTORS beginning on page 17.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR THE COMMISSION, DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

This Offering Circular follows the disclosure format of Part I of Form S-1 pursuant to the general instructions of Part II(a)(1)(ii) of Form 1-A.

The date of this Offering Circular is __________, 2022.

TABLE OF CONTENTS

We have not authorized anyone to provide any information other than that contained or incorporated by reference in this Offering Circular prepared by us or to which we have referred you. We do not take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This Offering Circular is an offer to sell only the Shares offered hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Offering Circular is current only as of its date, regardless of the time of delivery of this Offering Circular or any sale of Shares.

For investors outside the United States: We have not done anything that would permit this Offering or possession or distribution of this Offering Circular in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to this Offering and the distribution of this Offering Circular.

OFFERING CIRCULAR SUMMARY

This summary of the Offering Circular highlights material information concerning our business and this offering. This summary does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire Offering Circular, including the information presented under the section entitled “Risk Factors” and the financial data and related notes, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of factors such as those set forth in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

In this Offering Circular, unless the context indicates otherwise, “iRemedy,” “the Company,” “we,” “us,” and “our” in this Offering Circular refer to The iRemedy Healthcare Companies, Inc. and its consolidated subsidiaries.

Company Overview

iRemedy is a healthcare technology company dedicated to disrupting and positively transforming the U.S. healthcare industry through creation and support of an open, fair and fully transparent online managed marketplace for the sale and purchase of medical and healthcare supplies to government agencies, care providers and consumers.

iRemedy’s commitment to this mission has never and will never waver. Consequently, we are earning global distinction as a trusted and reliable partner through the provision of guaranteed access to verified, Federal Drug Administration (“FDA”)-approved supplies by sourcing directly from established manufacturers and distributors around the world. Through our key partnerships, industry knowledge and artificial intelligence (“AI”)-enabled technological advancements our team has engineered, iRemedy is succeeding in bypassing supply chain bottlenecks to offer the widest selection of high-quality products, driving consistently low pricing and procurement efficiencies for our customers every day.

For generations, the perpetual rising costs of medical supplies has remained one of the biggest challenges and sources of frustration in the U.S. healthcare economy. After payroll, medical supplies are the second highest expense for hospitals, surgery centers and providers; and remain on track to become the number one expense in the next two to five years. This issue has been due largely to intentional veiling of actual product costs and industry monopolization by a handful of major distributors and group purchasing organizations (“GPOs”) – all of whom have benefited measurably – whether by direct intention or because of the fact “that’s just the way it has always been done.” Therefore, historically, there has been little incentive to embrace cutting-edge technologies capable of giving rise to an equitable environment, much less one that is more efficient overall. Then, the pandemic hit.

The global COVID-19 pandemic has stressed the U.S. healthcare and life science supply chains to the breaking point. Dramatic increase in usage (and swings in usage) of critical products such as personal protective equipment (“PPE”), test kits, ventilators and needles and syringes required for vaccine delivery, coupled with regional challenges with manufacturing and logistics networks, have left healthcare providers and political leaders in untenable positions when managing vital supply demands and related costs. This has garnered more focused attention on the glaring weaknesses of healthcare supply chains than ever before; spotlighting outdated, inefficient supply procurement processes that have bred mistrust, product pricing manipulation and ineffectual management of vital supply inventories for decades. As a result, the pandemic’s disruptive force is spurring transformational change in U.S. healthcare that can no longer be ignored or resisted.

A longstanding, vocal proponent of industry transformation, iRemedy has earned a global reputation as a trusted end-to-end solutions provider, optimizing opportunities to profoundly change for the better how medical supplies are procured, marketed and sold on a global basis.

For the years ended December 31, 2021 and 2020, we generated revenues of $86,151,192 and $14,063,684, respectively, reported net losses of $19,483,473 and $9,634,255, respectively, and cash flows from operating activities in the year ended December 31, 2021 of $2,448,188 and negative cash flow from operation activities in the year ended December 31, 2020 of $10,426,823. For the six months ended June 30, 2022, we generated revenues of $50,227,530, reported net losses of $14,847,660, and negative cash flow from operating activities of $597,749. As noted in our condensed consolidated financial statements, as of June 30, 2022, we had an accumulated deficit of $62,340,195. There is substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and net working capital deficit as well as our dependence on private equity and financings. See “Risk Factors — We have a history of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended December 31, 2021 and 2020.”

Principle Products and Services

Ecommerce has been the focal point of technology discussions in the overall business world for many years – though it has been viewed by most as strictly just another sales avenue. What they have failed to understand is that the ubiquitous influence of technology today has caused ecommerce to morph into digital commerce – which refers to much more than a transaction. Rather, at its core, it has become a fundamental way of doing business.

iRemedy has engineered a universal online medical supply chain management platform that has been designed and aligned with healthcare to leverage the operational efficiencies and conveniences of digital commerce to automate secure, compliant requisition, ordering, purchasing, distribution, delivery and reduction of cost of healthcare products to care providers and their patients. Moreover, it provides manufacturers and suppliers of medical devices, pharmaceuticals and supplies with the means to reach and market their offerings directly to the national healthcare market in the most efficient way possible. More to the point, iRemedy helps healthcare to evolve supply chain activities from functional silos to fully integrated, demand-driven ecosystems that link business processes with clinical processes.

As a result, iRemedy is enjoying rapid market adoption by professional users of all size, scope and type; and by consumers seeking to take advantage of online shopping and direct-to-door delivery conveniences that only ecommerce can offer. With nearly $10 million invested in the development of our proprietary iRemedy technology platform and its support infrastructure, to date, the Company has been aggressively scaling our operations and leveraging leading-edge AI technology to meet the demonstrated market demands it was created to meet.

Disruptive AI-Enabled Technology

Through novel application of advanced AI and machine learning, iRemedy’s Chief Technology Officer and renowned global technology disruptor, Jim Harding, has been directly involved in developing game-changing technology that we believe rivals the profound impact that both Google PageRank and Amazon’s application programming interface (“API”)-based marketplace have had on the way people use the Internet to search and purchase products and services.

Mr. Harding is broadly recognized as a market disruptor across multiple industries with technology achievements stretching back to the development and sale to Microsoft of DOS, the first operating system for personal computers. He developed Revelation, the first database to run on location-area networks, and personally advised Bill Gates on Microsoft’s future database road map. As Vice President of Technology and Business Development at Amazon from 2000 through 2004, Mr. Harding led the teams that built the Merchants and Marketplace reseller platforms and holds patents on reseller metrics and customer loyalty.

Rather than relying on ‘popularity-driven’ systems that prioritize content based on measuring and tracking user activity, such as Google PageRank; or prioritizing content based on crowdsourced product recommendations, such as Amazon; Mr. Harding has invented the model for ‘datifying,’ interpreting and accurately extracting information from nearly 25 million ecommerce websites, thereby eliminating the need to use API interfaces or logistical business coordination to retrieve published data on the web. Simply put, Mr. Harding has discovered the means to change the Internet into a single, massive database.

iRemedy’s first application of what Mr. Harding has coined the “Datafi Process” stems from our exclusive licensing of this patent pending technology to produce what we believe is the world’s first comprehensive Universal Health and Medical Product Catalog (“UHMPC”). Our licensing arrangement provides for iRemedy’s use of the technology in perpetuity for any and all applications, known or unknown, within the global healthcare ecommerce supply industry. In consideration of supporting Mr. Harding’s development efforts of this technology – both financially and operationally, Mr. Harding has granted iRemedy this exclusive licensing arrangement in perpetuity at no additional cost; meaning no licensing or royalty payments will be payable to Mr. Harding by iRemedy at any time now or in the future.

Once fully deployed, iRemedy’s proprietary UHMPC will essentially provide complete and accurate descriptive product information and comparative pricing on virtually every health and medical product marketed by any manufacturer, supplier and/or distributor on the planet. The UHMPC will only be available through iRemedy’s managed ecommerce marketplace, found at www.iremedy.com. The UHMPC platform leverages AI and machine learning capabilities to maintain product pricing and availability data, process orders from clients and suppliers, and track and report all supply chain details. With over 700,000 products now available for purchase through the iRemedy marketplace, that number is expected to reach over 1 million products by the end of 2022 and continue to scale from there on an accelerated basis.

B2B and B2C Ecommerce

iRemedy’s easy-to-use, comprehensive ecommerce solution was created to gather supply orders; manage fulfillment; and efficiently connect with all supply chain stakeholders: vendors, manufacturers, medical sales reps, care providers, hospitals, payors and patients.

Our ecommerce marketplace, found at www.iremedy.com, is fully deployed and in use by thousands of physicians and consumers. The marketplace is a user-friendly front-end, optimized for healthcare and business supply ordering, a back-end comprehensive order management system for shipping and tracking orders, and full integration with our call center for convenient customer support.

Commercially launched in 2018, iRemedy’s ecommerce-driven, online marketplace is dedicated to bringing affordable, high quality disposable medical supplies, medical devices, surgical equipment, health monitoring devices, pharmaceuticals and retail healthcare products to physicians and dentists, institutional care organizations, surgery centers, skilled nursing facilities and home health consumers and businesses – where and when they need it. In addition, medical professionals who become iRemedy Pro users – for no fee – are entitled to an immediate 2% discount on all orders made through the site which will be reflected in their shopping cart at checkout. They may also enroll in our program to order free drug samples or wholesale drug supplies through the marketplace.

The superb user-friendliness of our site is emphasized by easy site navigation, simple checkout, live chat customer support and access to “Shopper Approved” customer ratings and reviews. We have an overall star rating of 4.7 on Shopper Approved based on nearly 13,472 verified reviews submitted by our customers, to date.

In addition, iRemedy offers free shipping on all orders; and because we are committed to 100% customer satisfaction, iRemedy has a 60-day, no-questions-asked return policy. Once an order is processed, customers are immediately emailed an order confirmation detailing their purchase and providing direct links to their online account so that they may check the status of their order at any time.

iRemedy’s digital product recommendation engine enables care providers to securely automate the recommendation and sale of health and wellness products for their patients. Patients are simply emailed or texted direct links to iRemedy.com for each product recommended by their physician, which they in turn can immediately purchase and have delivered directly to their front doors. These products may include doctor-recommended telemedicine applications, vitamins and other dietary supplements, wearable health monitoring devices, over-the counter drugs and wound care products, electronic weight scales, durable medical equipment (“DME”) products, suggested books and other reading materials, and much more.

Our Legacy Retail Healthcare Consulting Business

When originally founded in 2005, iRemedy Healthcare (known then as Paquin Healthcare) provided consulting services to hundreds of hospitals and health systems across the U.S. By leveraging our team’s professional expertise and guidance on creating and implementing innovative “Direct to Consumer” Retail Healthcare strategies and technologies, these clients are now benefiting from new ecommerce-driven business solutions. Our client list has included such notables as United Healthcare, Hospital Corporation of America, Morrison Management Specialists, Vanguard Health Systems, Wake Forest Baptist Medical Center and Mayo Clinic, among other titans in the U.S. healthcare industry.

Building on the trust and fidelity we earned from our clients over our first several years in operation and capitalizing on the consistent requests from our clients for assistance in implementing iRemedy’s retail healthcare recommendations, our Company has since evolved into a fully integrated healthcare technology company, helping to bring the business of healthcare into the 21st Century through the delivery of innovative, advanced technology-enabled supply chain management solutions offered on our proprietary iRemedy platform.

Expansion Initiatives

iRemedy is intent on building an enduring performance-driven company and global healthcare brand whose founding premise is deeply rooted in next-level thinking and technology-enabled industry disruption. As a team, we share an enduring belief that our success is being built, amplified and driven by technological innovation, financial and operational excellence and collective accountability.

While at our core, we own and operate one of the industry’s most robust online managed marketplaces for medical and healthcare products, it is important to note that we will not constrain iRemedy’s long-term brand vision and business development strategies to strictly ecommerce. Rather, by maintaining focus on customer motivation – such as meeting the needs and demands fueled by the prevailing pandemic care delivery environment – we are able to leverage our knowledge, supply chain relationships and industry expertise to meet mission critical needs, interests and values on a much broader scale. It is in this respect that iRemedy has continued to expand our business offerings beyond conventional B2B and B2C ecommerce solutions to address high volume procurement demands for essential medical supplies from large government agencies and major healthcare organizations.

Public-Private Medical Supply Partnerships

In mid-2020, iRemedy teamed with international logistics experts at Emirates Specialized Trading Agencies (“ESTA”) to provide inspection and quality control checks for lifesaving PPE we procured from fully vetted Chinese factories on behalf of the Arizona Hospital and Healthcare Association. Procuring and coordinating delivery of millions of KN95 and surgical masks and gloves, iRemedy worked in close partnership with the Arizona PPE Initiative, a private-sector philanthropic effort designed to provide urgently needed PPE to healthcare professionals, first responders and tribal communities throughout the state during the early months of the pandemic.

Project Vaccinate

In late 2020, iRemedy announced that in anticipation of COVID-19 vaccines becoming authorized for emergency use by the FDA, we procured full factory capacity for production of over one billion, FDA-approved hypodermic needles and syringes required for administration of vaccinations to the public on a global basis. In association with the Trump Administration’s Operation Warp Speed and in partnership with Goldbelt Security, LLC (“Goldbelt”), a prime contractor to the U.S. government, and other key transportation and logistics organizations, iRemedy procured factory production of and began shipping needles and syringes to the U.S. government in November 2020. Between November 2020 and July 2022, we sourced and delivered a total of 541 million needles and syringes to a designated warehousing facility in Chicago, Illinois in support of the national vaccination program.

At the end of February 2021, responsibilities of Operation Warp Speed were transferred into the White House COVID-19 Response Team, which has since renamed the vaccination initiative under President Biden’s administration as the “Countermeasures Acceleration Group,” or “CAG.” In anticipation of new medical supply contract awards expected to be forthcoming in the coming months, iRemedy has been working in close collaboration with its partners at Goldbelt to endeavor to be among the contract winners.

In view of iRemedy’s success and consistent reliability in delivering 541,000,000 needles and syringes on or ahead of schedule to the U.S. government in association with the original subcontracting relationship with Goldbelt, we believe that Goldbelt and iRemedy remain fully aligned and committed to perpetuating the relationship between our companies to win anticipated and other potential new – not yet known – contract awards from the U.S. federal government. Moreover, in view of the rise of new variants of COVID-19, including Delta and Omicron, it is iRemedy’s belief that there will be ongoing demand from the government and other healthcare agencies for medical supplies to support vaccinations and booster shots well into the foreseeable future. Notwithstanding, if iRemedy is not successful at winning the new medical supply contract award from CAG, then our operating and financial results could be adversely affected as 89% of our total revenues in 2021 were generated through the previously completed medical supply contract with Goldbelt.

Given iRemedy’s success with large volume sourcing and procurement of health and medical products for the U.S. federal government, the Company has been approached by other ministries of health and large healthcare organizations around the world to explore working with us. While we are working to advance these discussions in earnest, and have fulfilled purchase orders, ranging in size from a few thousand dollars to $500,000 received from foreign buyers in countries which include El Salvador, and with organizations which include the Pan American Healthcare Organization, actual future order fulfillment is uncertain at this time and discussions may not result in any additional or new purchase orders.

Operation G-Commerce

By marrying our proven expertise in B2B ecommerce with the experience and deep knowledge we’ve gained over the past year contending with the complexities of high-volume procurement of medical supplies for governmental bodies and major healthcare organizations, iRemedy has commenced development of a bulk purchasing-enabled medical products ecommerce platform. Historically, several factors have contributed to the inability for purchasers to directly procure large volume orders for medical supplies from international manufacturers, including:

Internally branded “G-Commerce,” the specialty marketplace we are creating will provide the means for any organization to directly purchase a pallet, semi-truckload, or boatload of medical products from qualified, offshore manufacturers of FDA-approved supplies through an online ecommerce site that tightly integrates all required components of true international ecommerce, including providing payment processing/letters of credit, import/export compliance, comprehensive logistics management, insurance, product authentication and manufacturer and buyer qualification and certification.

Growth Through Acquisition

In mid-2019, iRemedy acquired in a combined cash/stock transaction 100% ownership of BuyMed, a west coast-based medical supply company serving a large network of ambulatory surgery centers (“ASC”) throughout the state of California. In addition to a strong new revenue channel concentrated in the ASC sector, BuyMed provided our Company with direct access to and formidable negotiating power with several major suppliers and distributors, including Johnson & Johnson, DePuy Synthes, Stryker and Cardinal Health, as well as hundreds of smaller, respected industry vendors. In addition, BuyMed has helped to strengthen iRemedy’s overall value proposition to key industry stakeholders and provide us with the foundation on which to build a robust ASC supply business.

iRemedy intends to continue taking big, transformative steps to solidify our industry leadership position while embarking on end-to-end digital transformation of the global healthcare industry. Therefore, growth through acquisition is expected to play an increasingly important role in our development and future growth, allowing us to increase our market penetration, address infrastructure gaps and drive brand awareness and appreciation.

Our management team believes that there are many small medical supply distributors with revenues less than $10,000,000 each in the U.S. Many of these distributors are looking for an “exit” and are prime acquisition targets for the iRemedy platform.

Industry Background and Challenges

U.S. healthcare expenditures were estimated at approximately $4.0 trillion in 2020, and are expected to grow to $6.2 trillion by 2028, according to the Center for Medicare & Medicaid Services. While healthcare is one of the largest sectors of the U.S. economy, it has been slow to benefit from many of the technology-based improvements that have transformed other industries, presenting medical supply chain stakeholders with a number of challenges which have been further exasperated by a global pandemic.

Application of Advanced Technology in Healthcare Supply Chain

According to an article published in Healthcare Purchasing News (“HPN”), “If anything, the 2020 pandemic inflicted three wounds on the healthcare supply chain: stockouts, followed by shortages due to unexpected demand surges and grim realization that the industry may not be prepared to handle the next big – and potentially worse – pandemic.” Continuing, HPN reports, “A recent study found that nearly 50 percent of businesses say it will take a year or more before supply chains return to pre-pandemic levels and that higher costs will continue even as supply ramps up… At minimum, experts agree that Supply Chain must master four areas to emerge from 2020’s challenges a more responsive and visionary profession. There are, in random order, supply chain visibility; real-time data accessibility, analysis and transparency; and supply network mapping and effective demand management.” ¹

Huron, a healthcare management consultancy, seemingly agrees with HPN² , “While supply shortages are serious, the underlying concern is that healthcare organizations’ supply chains are not prepared for the future of healthcare. Organizations are operating off old models that are not agile, innovative or advanced enough to compete in a world driven by data and technology… The absence of supply chain in strategic conversations puts functional leaders in a position of playing catch-up instead of strategizing how they will evolve their systems and people alongside other initiatives. Especially when decisions involve growth and expansion, it is imperative that supply chain leaders understand the new delivery models that will allow them to scale operations while achieving continuous improvement.”

Considering the sheer size of the healthcare supply market – Precedence Research is forecasting that the global medical disposables market, alone, will reach $844 billion by 2027 – the opportunity for iRemedy to leverage its game-changing DataFi-based technology and resulting Universal Health and Medical Product Catalog (“UHMPC”) to impact how all medical and healthcare supplies are purchased in the future can and should not be underestimated.³

¹ Source: https://www.hpnonline.com/sourcing-logistics/article/21154675/supply-chain-endgame-no-holds-bare

² Source: https://www.huronconsultinggroup.com

³ Source: https://www.globenewswire.com/news-release/2020/09/29/2100737/0/en/Medical-Disposables-Market-Size-will-Impact-US-844-Bn-by-2027.html

Healthcare Supply Meets Ecommerce

As healthcare spending balloons and consumes a growing portion of the nation’s GDP, providers and payers look to aggressively cut costs. Industry middlemen that can inflate the pricing of healthcare products and services are particularly vulnerable, as consultancy PricewaterhouseCoopers highlighted in its 2017 year-end report. Intermediaries will have to reassert their value by increasing price transparency to avoid extinction, the report said.⁴

For generations, big suppliers’ business models have been anchored by sales representatives that offer high-touch, personalized service, but also add cost. Consequently, more transactions are shifting to ecommerce sites as medical professionals dismiss the outmoded sales rep model in favor of online marketplaces. The rise of ecommerce is affecting all industries including the healthcare business. In fact, the healthcare industry is prepared to spend an estimated $32 billion on ecommerce and web services technology annually, says investment bank Goldman Sachs. That’s five times more than the $6 billion online retailers spend annually on all forms of ecommerce and services.⁵

In June 2020, Mirakl, a French platform solutions provider for the ecommerce industry, blogged about the rise of healthcare marketplaces, noting, “It is easy to attribute the proliferation of marketplaces for healthcare procurement to COVID-19, and there’s no denying that the pandemic has played a starring role. But what we’re seeing is an acceleration event. COVID-19 is speeding up an evolution that was already emerging at the onset of this crisis. The proliferation of online marketplaces for procurement may start with protective equipment, but it won’t end there. Marketplaces offer a vast number of benefits that will remain long after the pandemic is over. As procurement organizations realize the convenience, efficiency and savings that marketplaces can offer, they’ll be looking for much more than masks and gloves. They’ll be looking for platforms that make everyday procurement faster and easier.”⁶

Limited Customer Base

56% of our total revenues in 2020 were generated from three customers; and 92% of our total revenues for the year ended December 31, 2021 were generated through two customers, including a prime contractor to the U.S. government in support of its national COVID-19 vaccination program pursuant to a subcontractor agreement to supply needles and syringes to the U.S. government. If iRemedy is not successful at winning the new medical supply contract award from CAG, then our operating and financial results could be adversely affected as 95% of our total revenues for the year ended December 31, 2021 were generated through the previously completed medical supply contract with Goldbelt.

The loss of one or more of these customers, failure to replace completed contracts with new contracts from these customers or a significant reduction in sales we make to them (in the event that the COVID-19 health crisis is resolved and demand for medical supplies to treat or prevent the virus materially declines) would likely harm our financial condition and results of operations.

Our Market Opportunity

We believe that our market opportunity is substantial and growing. We estimate the current total addressable market of the healthcare supplies market to be approximately $500 billion in the United States alone. Through our technological innovations matched by our experience in procuring and fulfilling high volume orders for medical supplies by government agencies in the U.S. and abroad, we believe we are uniquely positioned to provide significant value to our customers and positively transform the prevailing medical supply chain eco-system.

⁴ Source: https://www.pwc.com/us/en/industries/health-industries/top-health-industry-issues/endangered-middleman.html

⁵ Source: https://www.digitalcommerce360.com/2017/09/20/how-digital-healthcare-opens-new-business-vistas-for-retailers/

⁶ Source: https://blog.mirakl.com/2020-brings-new-era-of-healthcare-procurement

Our Strengths

Our business exhibits a number of key strengths which we believe position us to drive sustained growth.

Our People, Values and Culture

In our pursuit of professional and personal excellence, we believe that the keys to success and to sustaining industry leadership are vision, innovation, creativity, extraordinary customer experience, enduring brand loyalty and employee engagement. Helping to govern and guide our day-to-day decision making processes and long-term growth strategies are our core values:

COVID-19

In December 2019, a novel strain of coronavirus, SARS-CoV-2, was identified in Wuhan, China. Since then, SARS-CoV-2, and the resulting disease, COVID-19, has spread to almost every country in the world and all 50 states within the United States. Global health concerns relating to the outbreak of COVID-19 have been weighing on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty. In addition, any industry connected to the delivery of health care services has been significantly impacted in the attempt to respond to the needs created by the outbreak. The duration and severity of this pandemic is unknown, and the extent of the business disruption and financial impact depend on factors beyond our knowledge and control.

The spread of COVID-19 has caused us to modify our business practices, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, members, and partners. In addition, the COVID-19 pandemic and the determination of appropriate measures and business practices has diverted management’s time and attention. A larger percentage of our employees are now working from home, and if they are not able to effectively do so, or if our employees contract COVID-19 or another contagious disease, we may experience a decrease in productivity and operational efficiency, which would negatively impact our business, financial condition, and results of operations. Further, because an increased number of employees are working remotely in connection with the COVID-19 pandemic, we may experience an increased risk of security breaches, loss of data, and other disruptions as a result of accessing sensitive information from multiple remote locations.

In response to the COVID-19 pandemic, many of our customers have increased their purchases of personal protection equipment and other COVID-related products that we offer for sale. The circumstances that have accelerated the growth of our business stemming from the effects of the COVID-19 pandemic may not continue in the future, and if these customers reduce medical supply spending related to COVID response, this could cause our growth to decline in future periods. Specifically, 56% of our total revenues in 2020 were generated from three customers; and 92% of our total revenues in 2021 were generated through two customers, including a prime-contractor of the U.S. government in support of its national COVID-19 vaccination program. Between November 2020 and July 2022, we sourced and delivered a total of 541 million needles and syringes to a designated warehousing facility in Chicago, Illinois in support of the national vaccination program. In January of 2022, we received an award from the government, through our relationship with Goldbelt for $47 million in COVID test kits. If iRemedy is not successful at winning the new medical supply contract award from CAG, then our operating and financial results could be adversely affected as 89% of our total revenues in 2021 were generated through the previously completed medical supply contract with Goldbelt. In the event that the COVID-19 health crisis is resolved and demand for medical supplies to treat or prevent the virus materially declines, then our operating and financial results could be adversely affected.

COVID-19 pandemic-related market changes that have caused an increased demand in pandemic management solutions and other increases in health systems spending may cause us to invest in additional solutions and offerings to meet these needs and may also cause an increase in competitive offerings. If we are not able to make a return on those investments, meet the market demands, or effectively compete in the marketplace, our business results may suffer. Also, the financial impact of COVID-19 or another pandemic, epidemic or outbreak of an infectious disease may lead to an overall decrease in healthcare spending due to a potential economic downturn and overall uncertainty causing healthcare expenditures to be concentrated in emergency care, which may cause a material impact to our business.

While the potential economic impact brought by and the duration of any pandemic, epidemic or outbreak of an infectious disease, including COVID-19, may be difficult to assess or predict, the widespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. The impact of any pandemic, epidemic, or outbreak of an infectious disease, including COVID-19, on the needs, expectations, and spending levels of our customers could impact our ability to maintain or grow our business and as a result our operating and financial results could be adversely affected.

The full extent to which the outbreak of COVID-19 will impact our business, results of operations, and financial condition is still unknown and will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the outbreak of COVID-19 has subsided, we may experience materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.

To the extent the COVID-19 pandemic adversely affects our business, financial condition, and results of operations, it may also have the effect of heightening many of the other risks described in the “Risk Factors” section.

For additional information, see “Risk Factors—Risks Related to Our Business—The COVID-19 pandemic and any other future pandemic, epidemic, or outbreak of an infectious disease may adversely affect our business, financial condition, and results of operations.”

Recent Developments

For a detailed description of recent developments of the Company, see “Description of Business—Recent Developments” on page 82 of this Offering Circular.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors.” These risks include, but are not limited to, the following:

In addition, our management has concluded that our historical recurring losses from operations and net working capital deficit as well as our dependence on securing private equity and other financings raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit reports for the years ended December 31, 2021 and 2020.

If we are unable to adequately address these and other risks we face, our business, results of operations, financial condition and growth prospects may be harmed.

Channels for Disclosure of Information

Following the completion of this offering, we intend to announce material information to the public through filings with the SEC, the investor relations page on our website (www.iremedy.com), blog posts on our website, press releases, public conference calls, webcasts, and our social media pages, including Facebook, LinkedIn and Twitter.

The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website. Information contained on or accessible through our website is not incorporated by reference into this Offering Circular, and inclusion of our website address in this Offering Circular is an inactive textual reference only. You should not consider information contained on our website to be part of this Offering Circular or in deciding whether to purchase shares of our common stock.

Corporate and Other Information

We were originally organized on May 16, 2007 in the state of Florida as Paquin Healthcare Companies, Inc. On November 30, 2016, we changed our name from Paquin Healthcare Companies, Inc. to The iRemedy Healthcare Companies, Inc., and on January 18, 2022, we reincorporated in Delaware.

Our principal offices are located at 7118 South Kanner Highway, Stuart, Florida 34997 and our phone number is (407) 395-4283. Our website address is www.iremedy.com. Information contained on or that can be accessed through our website does not constitute part of this Offering Circular and the inclusion of our website address in this Offering Circular is an inactive textual reference only.

In our formative years, consulting was our main source of revenue. As we have grown our business into a fully scalable digital health and healthcare logistics company, we have elected to exit the consulting arena. Nonetheless, our acknowledged position as a recognized expert in Retail Healthcare uniquely positions us to promote ecommerce and supply chain management solutions, and to negotiate high value client and strategic partner relationships. We have spent considerable time, money and human resources analyzing and understanding how healthcare consumers live, shop and use brands, technologies and services within the scope and context of their real lives. Moreover, iRemedy Healthcare has become the voice of authority on Retail Healthcare strategies, as evidenced by adoption of our solutions by physicians, hospitals, payors and healthcare systems in 48 states.

Implications of Being an Emerging Growth Company

As an issuer with less than $1.07 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards, and hereby elect to do so. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

 THE OFFERING

The number of shares of common stock that will be outstanding immediately after this offering is based on 35,164,858 shares outstanding as of November 4, 2022, and excludes:

Except as otherwise indicated, all information in this Offering Circular assumes:

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables summarize our consolidated financial and other data for the periods and as of the dates indicated. We derived the summary consolidated statements of operations data for the years ended December 31, 2021 and 2020, and the consolidated balance sheet data as of December 31, 2021 and 2020 from our audited consolidated financial statements also included elsewhere in this Offering Circular.

Our historical results are not necessarily indicative of the results that may be expected in the future. The following summary consolidated financial and other data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this Offering Circular.

Summary Consolidated Statements of Operations Data

Summary Consolidated Statements of Operations Data

RISK FACTORS

Investing in our Common Stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Offering Circular, including our consolidated financial statements and the related notes thereto, before making a decision to invest in our Common Stock. The risks and uncertainties described below may not be the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of the following risks occur, our business, results of operations, financial condition, and prospects could be harmed. In that event, the trading price of our Common Stock could decline and you could lose part or all of your investment.

Below is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

Risks Relating to the Company and Its Business

iRemedy faces a variety of risks in the conduct of its business, any of which could result in a material adverse effect on iRemedy, its business and its financial performance. Certain of these risks are summarized below. This summary is not intended to be a complete list of all matters that could adversely affect iRemedy, and there are many factors beyond iRemedy’s control that affect its business and its financial performance.

We have a history of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended December 31, 2021 and 2020.

We have a history of operating losses and have incurred cash flow deficits. For the years ended December 31, 2021 and 2020, we reported net losses of $19,483,473 and $9,634,255, respectively, and positive cash flow from operating activities in the year ended December 31, 2021 of $2,448,188 and negative cash flow from operation activities in the year ended December 31, 2020 of $10,426,823. For the six months ended June 30, 2022, we generated revenues of $50,227,530, reported net losses of $14,847,660, and negative cash flow from operating activities of $597,749. As noted in our condensed consolidated financial statements, as of June 30, 2022, we had an accumulated deficit of $62,340,195. We anticipate that we may continue to report losses and cash flow may prove unstable for the foreseeable future. Our management has concluded that our historical recurring losses from operations and net working capital deficit, as well as our dependence on private equity and other financings, raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended December 31, 2021 and 2020.

Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These adjustments would likely include substantial impairment of the carrying amount of our assets and potential contingent liabilities that may arise if we are unable to fulfill various operational commitments. In addition, the value of our securities, including Common Stock issued in this offering, would be greatly impaired. Our ability to continue as a going concern is dependent upon generating sufficient cash flow from operations and obtaining additional capital and financing, including funds to be raised in this offering. If our ability to generate cash flow from operations is delayed or reduced and we are unable to raise additional funding from other sources, we may be unable to continue in business even if this offering is successful. For further discussion about our ability to continue as a going concern and our plan for future liquidity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Ability to Continue as a Going Concern.”

We may require additional capital to support our business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features and tools or enhance our existing solutions, improve our operating infrastructure, or acquire complementary businesses and technologies. Accordingly, we have engaged and may continue to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Common Stock. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

If we fail to effectively manage our growth, we may be unable to execute our business plan, adequately address competitive challenges or maintain our corporate culture, and our business, financial condition, and results of operations could be harmed.

Over the past four years, we have experienced rapid growth and we continue to rapidly and significantly expand our operations. While we have experienced significant revenue growth in prior periods, it is not indicative of our future revenue growth. We expect our revenue growth rate will decline. In fiscal 2021 and 2020, our revenue grew by 513% and 398%, respectively, as compared to revenue from the prior fiscal years. This dynamic growth increases the complexity of our business and places significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions. We may not be able to manage growth effectively, which could damage our reputation, limit our growth and negatively affect our operating results.

The growth and expansion of our business creates significant challenges for our management, operational and financial resources. In the event of continued growth of our operations or in the number of our third-party relationships, our information technology systems and our internal controls and procedures may not be adequate to support our operations. To effectively manage our growth, we must continue to improve our operational, financial and management processes and systems and to effectively expand, train and manage our employee base. As our organization continues to grow and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new and innovative solutions. This could negatively affect our business performance.

We expect to invest heavily in growing our business, which may cause our sales and marketing, research and development, and other cost centers to increase. Our historical rate of growth may not be sustainable or indicative of our future rate of growth. We believe that our continued growth in revenue, as well as our ability to improve or maintain margins and profitability, will depend upon, among other factors, our ability to address the challenges, risks, and difficulties described elsewhere in this “Risk Factors” section and the extent to which our various offerings grow and contribute to our results of operations.

We cannot provide assurance that we will be able to successfully manage any such challenges or risks to our future growth. In addition, our customer base may not continue to grow or may decline due to a variety of possible risks, including increased competition, changes in the regulatory landscape, and the maturation of our business. Any of these factors could cause our revenue growth to decline and may adversely affect our margins and profitability. Failure to continue our revenue growth or margin improvement could have a material adverse effect on our business, financial condition, and results of operations. You should not rely on our historical rate of revenue growth as an indication of our future performance

Our sales are concentrated in a couple of large customers. If we lose or experience a significant reduction in sales to any of these key customers, our revenues may decrease substantially and our results of operations and financial condition may be harmed.

Between November 2020 and July 2022, we sourced and delivered a total of 541 million needles and syringes to a designated warehousing facility in Chicago, Illinois in support of the national vaccination program pursuant to a completed subcontracting agreement with a prime contractor. 56% of our total revenues in 2020 were generated from three customers; and 92% of our total revenues in 2021 were generated through two customers, including a prime contractor, Goldbelt Security, LLC (“Goldbelt”), to the U.S. government in support of its national COVID-19 vaccination program pursuant to a subcontractor agreement to supply needles and syringes to the U.S. government. In January of 2022, we received an award from the government, through our relationship with Goldbelt for $47 million in COVID test kits. If iRemedy is not successful at winning the new medical supply contract award from Countermeasures Acceleration Group, or CAG, then our operating and financial results could be adversely affected as 89% of our total revenues in 2021 were generated through the previously completed medical supply contract with Goldbelt.

The loss of one or more of these customers, failure to replace completed contracts with new contracts from these customers or a significant reduction in sales we make to them (in the event that the COVID-19 health crisis is resolved and demand for medical supplies to treat or prevent the virus materially declines) would likely harm our financial condition and results of operations.

The inability of the limited number of vendors we depend on to supply our needs for needles and syringes could adversely affect our business.

We currently depend on a limited number of vendors to supply us with needles and syringes. Some of these suppliers may not have the capacity to support our needs. We may experience delays in receiving sufficient supplies of needles and syringes to support the demand for them. An inability to continue to source product from any of these suppliers, which could be due to regulatory actions or requirements affecting the supplier, adverse financial or other strategic developments experienced by a supplier, labor disputes or shortages, unexpected demands, or quality issues, could adversely affect our ability to satisfy demand for our needles and syringes, which could adversely and materially affect our product sales and operating results which could significantly harm our business.

We may not be able to utilize net operating loss carryforwards to reduce our future tax liability

Our ability to utilize our net operating loss carryforwards is conditioned upon our attaining profitability and generating taxable income. We have incurred significant net losses since inception and it is anticipated that we will continue to incur significant losses. It is possible that we will not generate taxable income in time to utilize the net operating loss carryforwards prior to their expiration.

We may need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets.

We are required to test goodwill and any other intangible asset with an indefinite life for possible impairment on the same date each year and on an interim basis if there are indicators of a possible impairment. There is significant judgment required in the analysis of a potential impairment of goodwill, identified intangible assets and other long-lived assets. If, as a result of a general economic slowdown or deterioration in one or more of the markets in which we operate or in our financial performance or future outlook, or if the estimated fair value of our long-lived assets decreases, we may determine that one or more of our long-lived assets is impaired. An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have a material adverse effect on our business, financial condition and results of operations.

If we do not adequately manage our inventory levels, our operating results could be adversely affected.

We need to maintain adequate inventory levels to be able to deliver products to distributors on a timely basis. Our inventory supply depends on our ability to correctly estimate demand for our products. Our ability to estimate demand for our products is imprecise, particularly for new products, seasonal promotions and new markets. If we materially underestimate demand for our products or are unable to maintain sufficient inventory of raw materials, we might not be able to satisfy demand on a short-term basis. If we overestimate distributor or retailer demand for our products, we may end up with too much inventory, resulting in higher storage costs, increased trade spend and the risk of inventory spoilage. If we fail to manage our inventory to meet demand, we could damage our relationships with our distributors and retailers and could delay or lose sales opportunities, which would unfavorably impact our future sales and adversely affect our operating results. In addition, if the inventory of our products held by our distributors and retailers is too high, they will not place orders for additional products, which would also unfavorably impact our sales and adversely affect our operating results.

We face other risks and uncertainties associated with subcontracting with a prime contractor to the U.S. government, which may have a material adverse effect on our business.

In October 2021, we successfully completed the subcontract agreement with a prime contractor, Goldbelt Security, LLC, to the U.S. government in support of its national COVID-19 vaccination program pursuant to a subcontractor agreement to supply needles and syringes to the U.S. government. In January of 2022, we received an award from the government, through our relationship with Goldbelt for $47 million in COVID test kits. There is no certainty that our Company will be awarded any additional contracts in association with the perpetuation of the COVID-19 vaccination program in the remainder of 2022 and beyond. Subcontracting with a prime contractor to the U.S. government is subject to special risks. For example:

Our corporate culture has contributed to our success, and if we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion, and focus on execution that we believe contribute to our success, and our business may be harmed.

We believe that a critical component to our success has been our corporate culture. We have invested substantial time and resources in building our team. As we continue to grow, we may find it difficult to maintain these important aspects of our corporate culture, especially given that the majority of our workforce has traditionally worked remotely and we have been unable to hold in-person employee gatherings as a result of the COVID-19 pandemic. We have experienced, and may continue to experience, rapid growth and organizational change, including growth and organizational change resulting from our acquisition of and subsequent integration with other businesses, which will continue to place significant demands on our management and our operational and financial infrastructure. As we continue to grow, we must effectively integrate, develop, and motivate a large number of new employees, and we must maintain the beneficial aspects of our corporate culture. We will require significant capital expenditures and the allocation of valuable management resources to grow and change in this way, without undermining our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.

In addition, to attract top talent, we have had to offer, and believe we will need to continue to offer, highly competitive compensation packages before we can validate the productivity of those employees. In addition, fluctuations in the price of our Common Stock may make it more difficult or costly to use equity compensation to motivate, incentivize, and retain our employees. We face significant competition for talent from other healthcare, technology, and high-growth companies, which include both large enterprises and privately-held companies. We may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs and successfully integrate our new hires, our efficiency and ability to meet our forecasts and our employee morale, productivity, and retention could suffer, and our business, results of operations, and financial condition could be adversely affected.

Our operating results have in the past and may in the future continue to fluctuate on a quarterly and annual basis and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.

Our operating results have in the past and may in the future continue to fluctuate significantly on a quarterly and annual basis and may fail to match our past performance, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our Common Stock could decline. Moreover, our stock price may be based on expectations of our future performance that may be unrealistic or that may not be met. Some of the important factors that could cause our revenue and operating results to fluctuate from quarter to quarter include:

The estimates of market opportunity and forecasts of market growth included in this Offering Circular may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.

Market opportunity estimates and growth forecasts included in this Offering Circular are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. The estimates and forecasts included in this Offering Circular relating to size and expected growth of our target market may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth forecasts included in this Offering Circular, our business may not grow at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.

We expect to face increasing competition in the market for our solutions.

The healthcare software and ecommerce markets are rapidly changing and intensely competitive and iRemedy expects that competition will continue to intensify. Although we believe that the diverse segments of the healthcare market may provide opportunities for a number of competitors, it is possible that a single or few competitors may dominate one or more market segments. iRemedy’s competitors and potential competitors may have longer operating histories, larger customer bases, greater name recognition and significantly greater financial, marketing and other resources than we do. There can be no assurance that we will be able to compete successfully against competitors and future competitors or that our competitors will not develop services that are superior to those of iRemedy or that achieve greater market acceptance than our Company does.

We may seek to grow our business through acquisitions of, or investments in, new or complementary businesses, technologies, tools or solutions, or through strategic alliances; and the failure to manage these acquisitions, investments or alliances, or to integrate them with our existing business, could have a material adverse effect on us.

We may in the future consider opportunities to acquire or make additional investments in new or complementary businesses, technologies, offerings, tools or solutions, or enter into strategic alliances, that may enhance our capabilities and platform in general, complement our current offerings, or expand the breadth of our markets. Our ability to successfully grow through these types of strategic transactions depends upon our ability to identify, negotiate, complete and integrate suitable target businesses, technologies, tools and solutions and to obtain any necessary financing, and is subject to numerous risks, including:

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets. In the future, if our acquisitions do not yield expected returns, we may be required to take impairment charges to our results of operations based on our impairment assessment process, which could harm our results of operations.

We may experience challenges with managing our growth related to future acquisitions. The operation and integration of the acquired technologies and business operations may require substantial financial costs and management attention. If we fail to manage such integration processes in a timely and effective manner, our business and financial results may suffer. If we are unable to identify suitable acquisitions or strategic relationships, or if we are unable to integrate any acquired businesses, technologies, tools, and solutions effectively, our business, financial condition, and results of operations could be materially and adversely affected. Also, while we employ several different methodologies to assess potential business opportunities, the new businesses may not meet or exceed our expectations.

The COVID-19 pandemic and any other future pandemic, epidemic, or outbreak of an infectious disease may adversely affect our business, financial condition, and results of operations.

In December 2019, a novel strain of coronavirus, SARS-CoV-2, was identified in Wuhan, China. Since then, SARS-CoV-2, and the resulting disease, COVID-19, has spread to almost every country in the world and all 50 states within the United States. Global health concerns relating to the outbreak of COVID-19 have been weighing on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty. In addition, any industry connected to the delivery of health care services has been significantly impacted in the attempt to respond to the needs created by the outbreak. The duration and severity of this pandemic is unknown, and the extent of the business disruption and financial impact depend on factors beyond our knowledge and control.

The spread of COVID-19 has caused us to modify our business practices, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, members, and partners. In addition, the COVID-19 pandemic and the determination of appropriate measures and business practices has diverted management’s time and attention. A larger percentage of our employees are now working from home, and if they are not able to effectively do so, or if our employees contract COVID-19 or another contagious disease, we may experience a decrease in productivity and operational efficiency, which would negatively impact our business, financial condition, and results of operations. Further, because an increased number of employees are working remotely in connection with the COVID-19 pandemic, we may experience an increased risk of security breaches, loss of data, and other disruptions as a result of accessing sensitive information from multiple remote locations.

In response to the COVID-19 pandemic, many of our customers have increased their purchases of personal protection equipment and other COVID-related products that we offer for sale. The circumstances that have accelerated the growth of our business stemming from the effects of the COVID-19 pandemic may not continue in the future, and if these customers reduce medical supply spending related to COVID response, this could cause our growth to decline in future periods. Specifically, 56% of our total revenues in 2020 were generated from three customers; and 92% of our total revenues in 2021 were generated through two customers, including a prime-contractor of the U.S. government in support of its national COVID-19 vaccination program. Between November 2020 and December 31, 2021, we sourced and delivered a total of 541 million needles and syringes to a designated warehousing facility in Chicago, Illinois in support of the national vaccination program. In January of 2022, we received an award from the government, through our relationship with Goldbelt for $47 million in COVID test kits. If iRemedy is not successful at winning the new medical supply contract award from CAG, then our operating and financial results could be adversely affected as 89% of our total revenues in 2021 were generated through the previously completed medical supply contract with Goldbelt. In the event that the COVID-19 health crisis is resolved and demand for medical supplies to treat or prevent the virus materially declines, then our operating and financial results could be adversely affected.

COVID-19 pandemic-related market changes that have caused an increased demand in pandemic management solutions and other increases in health systems spending may cause us to invest in additional solutions and offerings to meet these needs and may also cause an increase in competitive offerings. If we are not able to make a return on those investments, meet the market demands, or effectively compete in the marketplace, our business results may suffer. Also, the financial impact of COVID-19 or another pandemic, epidemic or outbreak of an infectious disease may lead to an overall decrease in healthcare spending due to a potential economic downturn and overall uncertainty causing healthcare expenditures to be concentrated in emergency care, which may cause a material impact to our business.

While the potential economic impact brought by and the duration of any pandemic, epidemic or outbreak of an infectious disease, including COVID-19, may be difficult to assess or predict, the widespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. The impact of any pandemic, epidemic, or outbreak of an infectious disease, including COVID-19, on the needs, expectations, and spending levels of our customers could impact our ability to maintain or grow our business and as a result our operating and financial results could be adversely affected.

The full extent to which the outbreak of COVID-19 will impact our business, results of operations, and financial condition is still unknown and will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the outbreak of COVID-19 has subsided, we may experience materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.

To the extent the COVID-19 pandemic adversely affects our business, financial condition, and results of operations, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Impact of COVID-19” for additional information.

Acquisitions may dilute your ownership interest in iRemedy, may have adverse effects on our business, prospects, financial condition and results of operations, and may cause unanticipated liabilities.

Future acquisitions may involve the issuance of our equity securities as payment, in part or in full, for the business or assets acquired. Any future issuances of equity securities would further dilute our existing shareholders’ ownership interests. Future acquisitions may also decrease our future earnings or earnings per share and the benefits derived by us from an acquisition might not outweigh or might not exceed the dilutive effect of the acquisition. We also may incur additional indebtedness, have future impairment of assets, or suffer adverse tax and accounting consequences in connection with any future acquisitions. Furthermore, operating decisions may impact existing products and platforms. If any of these decisions are expected to potentially result in the limitation or discontinuation of use of certain assets, we would expect accelerated depreciation and potential impairment of assets including property and equipment, software and website development costs, intangible assets or goodwill.

If we are not successful in completing acquisitions in the future, we may be required to reevaluate our acquisition strategy. We also may incur substantial expenses and devote significant management time and resources in seeking to complete acquisitions. In addition, we could use substantial portions of our available cash to pay all or a portion of the purchase prices of future acquisitions. If we do not achieve the anticipated benefits of our acquisitions as rapidly to the extent anticipated by our management and financial or industry analysts, others may not perceive the same benefits of the acquisition as we do. If these risks materialize, there could be a material adverse effect on our stock price, business, prospects, financial condition and results of operation.

We may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, or partnerships with third-parties that may not result in the development of commercially viable solutions or the generation of significant future revenue.

In the ordinary course of our business, we may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, or technology partnerships to develop proposed solutions and to pursue new markets. Proposing, negotiating, and implementing collaborations, in-licensing arrangements, joint ventures, strategic alliances, or partnerships may be a lengthy and complex process. Other companies, including those with substantially greater financial, marketing, sales, technology, or other business resources, may compete with us for these opportunities or arrangements. We may not identify, secure or complete any such transactions or arrangements in a timely manner, on a cost-effective basis, on acceptable terms, or at all. We have limited institutional knowledge and experience with respect to these business development activities, and we may also not realize the anticipated benefits of any such transaction or arrangement. In particular, these collaborations may not result in the development of solutions that achieve commercial success or result in significant revenue and could be terminated prior to developing any solutions.

Additionally, we may not be in a position to exercise sole decision making authority regarding the transaction or arrangement, which could create the potential risk of creating impasses on decisions, and our collaborators may have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals. It is possible that conflicts may arise with our collaborators, such as conflicts concerning the achievement of performance milestones, or the interpretation of significant terms under any agreement, such as those related to financial obligations or the ownership or control of intellectual property developed during the collaboration.

If any conflicts arise with our current or future collaborators, they may act in their self-interest, which may be adverse to our best interest, and they may breach their obligations to us. In addition, we have limited control over the amount and timing of resources that our current collaborators or any future collaborators devote to our collaborators’ or our future solutions. Disputes between us and our collaborators may result in litigation or arbitration which would increase our expenses and divert the attention of our management. Further, these transactions and arrangements are contractual in nature and may be terminated or dissolved under the terms of the applicable agreements and, in such event, we may not continue to have rights to the products relating to such transaction or arrangement or may need to purchase such rights at a premium.

Dilutive and other adverse effects of outstanding options and warrants may negatively impact us and our shareholders.

Under the terms of the outstanding warrants and options issued under iRemedy Healthcare’s 2021 Equity Incentive Plan, 2007 Equity Incentive Stock Plan, Non-Qualified Stock Plan, other equity and debt offerings and other outstanding options and warrants, the holders thereof are given an opportunity to profit from a rise in the market price of iRemedy’s shares of Common Stock with a resulting dilution in the interests of the other stockholders. The terms on which iRemedy may obtain additional financing may be adversely affected by the existence of such options and warrants.

Servicing our debt will require a significant amount of cash. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations.

We currently service both secured and unsecured debt, both of which are current and in good standing. Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due with respect to our indebtedness. Our indebtedness could have other important consequences to you as a stockholder. For example, it could:

Any of the above listed factors could materially adversely affect our business, financial condition and results of operations.

We rely on computing and communications infrastructure and our ability to maintain and scale our business and maintain competitiveness. Any significant interruptions or delays in service on our websites or any undetected errors or design faults could adversely affect our business, financial condition and results of operations.

iRemedy’s business depends upon the efficient and uninterrupted operation of its computer and communications systems. System interruptions that cause iRemedy’s services to be unavailable or result in slower response times could result in a loss of potential or existing customers, advertisers, sponsors and ecommerce partners. Interruptions could result from natural disasters as well as power loss, telecommunications failure and similar events. iRemedy’s insurance may not be sufficient to cover losses from these events.

In addition, our websites must accommodate a high volume of traffic and deliver frequently updated information. We may not be able to expand and upgrade our systems and network hardware and software capabilities to accommodate increased use of our services. iRemedy may also fail to discover software defects that affect its new or current services or enhancements until after they are deployed. These defects could cause service interruptions, which could damage iRemedy’s reputation and brand value, increase our service costs, cause iRemedy to lose revenues, delay market acceptance or divert our product development resources, any of which could cause our business to suffer. If iRemedy does not anticipate and prevent system interruptions and appropriately upgrade its systems and network hardware and software, our business, financial condition and operating results will be materially adversely affected.

Ecommerce regulatory risks could have a material adverse effect on our business, financial condition and results of operations.

U.S. and foreign laws relating to ecommerce or Internet communications are becoming more prevalent. These laws have recently been enacted and there is uncertainty in the Internet community regarding their impact on the marketplace. Any new legislation or regulation regarding the Internet, or the application of existing laws and regulations to the Internet, could materially adversely affect iRemedy. If iRemedy were alleged to violate federal, state or foreign civil or criminal laws, even if these claims could be successfully defended, our business could be materially adversely affected.

Given that laws and government regulations are complex, vary widely from state to state, and are frequently changed, iRemedy’s products and services may not be legal or practical in all jurisdictions. For example, iRemedy may not be able to ensure that its products and services keep pace with these frequently changing regulations and could be subject to liability. Such liability may place our activities under increased regulation, increase our cost of doing business and thereby decrease the demand for our products and services or otherwise have a material adverse effect on iRemedy’s business, its results of operations and its financial condition. If we fail to comply with current or future laws or regulations governing the collection, dissemination, use and confidentiality of patient health information, this failure could have a material adverse effect on our business, operating results and financial condition.

We are subject to stringent and changing laws, regulations, self-regulatory schemes, contractual obligations, and standards related to privacy, data protection and information security. The actual or perceived failure by us, our customers, partners or vendors to comply with such obligations could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business.

We collect, receive, store, process, generate, use, transfer, disclose, make accessible, and protect (collectively, Process, or Processing) sensitive, confidential and proprietary information (collectively, Sensitive Information) in connection with providing our services.

There are numerous domestic and foreign laws, regulations, self-regulatory schemes, and standards regarding privacy, data protection and information security and Processing (Data Protection Laws), the number and scope of which is changing, subject to differing applications and interpretations, and which may be inconsistent among jurisdictions or in conflict with each other. The regulatory framework for privacy, data protection and information security issues worldwide is evolving and is likely to remain in flux for the foreseeable future. Various governmental and consumer agencies have also called for new regulations and changes in industry practices. Practices regarding privacy, data protection, and information security have recently come under increased public and regulatory scrutiny. The actual or perceived failure to address or comply with applicable Data Protection Laws by us or our customers, partners, or vendors could increase our compliance and operational costs, expose us to regulatory scrutiny, actions, fines, and penalties, result in reputational harm, lead to a loss of customers, reduce the use of our services, result in litigation and liability, have a material adverse effect on our business operations or financial results, or otherwise result in other material harm to our business.

We are a “Business Associate” as defined under the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their implementing regulations, which we collectively refer to as HIPAA, and the U.S. Department of Health and Human Services Office of Civil Rights, or OCR, may impose significant penalties on a Business Associate for a failure to comply with an applicable requirement of HIPAA.

Penalties will vary significantly depending on factors such as the date of the violation, whether the Business Associate knew or should have known of the failure to comply, or whether the Business Associate’s failure to comply was due to willful neglect. Currently, these penalties include civil monetary penalties for violations. A single breach incident can result in violations of multiple requirements, resulting in possible penalties in excess of pre-set annual limits. Further, a person who knowingly obtains or discloses individually identifiable health information in violation of HIPAA may face a criminal monetary penalty and imprisonment up to one year. The criminal penalties increase if the wrongful conduct involves false pretenses, and further increase if the wrongful conduct involves the intent to sell, transfer, or use identifiable health information for commercial advantage, personal gain, or malicious harm. The U.S. Department of Justice, or the DOJ, is responsible for criminal prosecutions under HIPAA. State attorneys general also have the right to prosecute HIPAA violations committed against residents of their states. While HIPAA does not create a private right of action that would allow individuals to sue in civil court for HIPAA violations, its standards have been used as the basis for the duty of care in state civil suits, such as those for negligence or recklessness in misusing individuals’ health information. Furthermore, in the event of a breach as defined by HIPAA, the Business Associate may have to comply with specific reporting requirements under HIPAA regulations.

The security measures that we and our third-party vendors and subcontractors have in place in an effort to ensure compliance with privacy and data protection laws may not protect our facilities and systems from security breaches, acts of vandalism or theft, computer viruses, misplaced or lost data, programming and human errors or other similar events. Under the HITECH Act, as a Business Associate, we may also be liable for privacy and security breaches and failures of our subcontractors. Even though we provide for appropriate protections through our agreements with our subcontractors, we still have limited control over their actions and practices. A breach of privacy or security of individually identifiable health information by a subcontractor may result in an enforcement action, including criminal and civil liability, against us. We are not able to predict the extent of the impact such incidents may have on our business. Our failure to comply may result in criminal and civil liability because the potential for enforcement action against Business Associates is now greater. Enforcement actions against us could be costly and could interrupt regular operations, which may adversely affect our business. While we have not received any notices of violation of the applicable privacy and data protection laws and believe we are in compliance with such laws, there can be no assurance that we will not receive such notices in the future. There is ongoing concern from privacy advocates, regulators, and others regarding data privacy and security issues, and the number of jurisdictions with data privacy and security laws has been increasing. Also, there are ongoing public policy discussions regarding whether the standards for deidentification, anonymization, or pseudonymization of health information are sufficient, and the risk of re-identification sufficiently small, to adequately protect patient privacy.

Applicable Data Protection Laws may also include state medical privacy laws, including those related to mental health and substance use treatment, and the provision of healthcare services, as well as federal and state consumer protection laws. These laws may not be preempted by HIPAA, may be more protective than HIPAA, and may be subject to varying interpretations by the courts and government agencies, creating complex compliance issues for us and our customers and partners and potentially exposing us to additional expense, adverse publicity and liability, any of which could adversely affect our business. Federal and state consumer protection laws are increasingly being applied by the U.S. Federal Trade Commission, or FTC, and states’ attorneys general to regulate the Processing of personal or personally identifiable information, through websites or otherwise, and to regulate the presentation of website content. The FTC in particular has approved consent decrees resolving complaints and their resulting investigations into the privacy and security practices of a number of online social media companies. These reviews can and have resulted in changes to our solutions and policies, and could result in additional changes in the future. If we are unable to comply with any such reviews or decrees that result in recommendations or binding changes, or if the recommended changes result in degradation of our solutions, our business could be harmed.

In addition, U.S. states have begun to introduce more comprehensive Data Protection Laws. For example, the California Consumer Privacy Act, or CCPA, went into effect in January 2020 and established a new privacy framework for covered businesses such as ours that expands the scope of personal information and provides new privacy rights for California residents. These changes required us to modify our data processing practices and policies and incur compliance related costs and expenses. The CCPA also provides for civil penalties for violations, as well as a private right of action for data breaches, which may increase the likelihood and cost of data breach litigation. Additionally, on November 3, 2020, a new privacy law, the California Privacy Rights Act, or CPRA, was approved by California voters. The CPRA significantly modifies the CCPA by, among other things, creating a dedicated privacy regulatory agency, requiring businesses to implement data minimization and data integrity principles, and imposing additional requirements for contracts addressing the processing of personal information. Moreover, the CPRA calls for additional regulations to be implemented before the law becomes fully operative on January 1, 2023. These changes may result in further uncertainty with respect to privacy, data protection and information security issues and will require us to incur additional costs and expenses in an effort to comply. The enactment of the CCPA has prompted similar legislative developments in other states, which could create the potential for a patchwork of overlapping but different state laws. The federal government is also considering comprehensive privacy legislation.

We also expect that there will continue to be new or amended Data Protection Laws proposed and enacted in various jurisdictions. For example, in May 2018, the General Data Protection Regulation, or GDPR, went into effect in the European Union, or EU. The GDPR imposes more stringent data protection requirements and requires businesses subject to it to give more detailed disclosures about how they collect, use, and share personal information; contractually commit to data protection measures in contracts; maintain adequate data security measures; notify regulators and affected individuals of certain data breaches; obtain consent to collect sensitive personal information such as health information; meet extensive privacy governance and documentation requirements; and honor individuals’ data protection rights, including their rights to access, correct, and delete their personal information. The GDPR also imposes strict rules on the transfer of personal information to countries outside of the European Economic Area, or EEA, including the United States. A recent judicial decision from the EU and recent announcements from European regulators regarding transfers of personal information outside of the EEA have increased the legal risks and liabilities, and compliance and operational costs, of lawfully making such transfers. Companies that violate the GDPR can face private litigation, restrictions, or prohibitions on data processing, and fines of up to the greater of 20 million Euros or 4% of worldwide annual revenue. If our business continues to expand in Europe, complying with the GDPR would entail significant costs and increase our liability risks.

New or amended Data Protection Laws, and changes in the interpretation of existing Data Protection Laws and our Data Protection Obligations (defined below), could impair our, or our customers’, our partners’, or our vendors’ ability to Process personal information, which could have a material adverse effect on our business, financial condition, and results of operations.

We are or may be subject to the terms of our internal and external policies, representations, publications, frameworks, self-regulatory standards, and industry certification commitments (collectively, Privacy Policies), and contractual obligations to third parties related to privacy, data protection and information security (collectively, Data Protection Obligations), including the Payment Card Industry Data Security Standards (PCI-DSS), the rules imposed by credit card brands (e.g., VISA and Mastercard), and Security Organization Control 2 certification commitments. We strive to comply with applicable Data Protection Laws, Privacy Policies, and Data Protection Obligations, but we may at times fail to do so or may be perceived to have failed to do so, in which case we may be subject to and suffer a material harm to our business. For example, in the event we fail to comply with the PCI-DSS, we could be in breach of our obligations under customer and other contracts. Moreover, despite our efforts, we may not be successful in achieving compliance if our personnel, customers, partners, or vendors do not comply with applicable Data Protection Laws, Privacy Policies, and Data Protection Obligations. We may be subject to and suffer material harm to our business if our Privacy Policies are, in whole or part, found to be inaccurate, incomplete, deceptive, unfair, or misrepresentative of our actual practices. In addition, any such failure or perceived failure could result in public statements against us by consumer advocacy groups or others, which may cause us material reputational harm.

In view of applicable Data Protection Laws, Privacy Policies and Data Protection Obligations imposing complex and burdensome obligations, and with substantial uncertainty in their interpretation and compliance, we have faced and may face challenges in addressing and complying with them, and fundamentally changing our business activities, Privacy Policies, and practices, and may expend significant resources in an effort to do so, any of which could result in material harm to business, financial condition, results of operations, or other harm

Further, our customers may expect us to comply with more stringent privacy, data protection, and information security requirements than those imposed by applicable Data Protection Laws, and we may be obligated contractually to comply with additional or different standards relating to our handling or protection of data on or by our offerings. For example, our mobile application is distributed through third-party platforms such as those operated by Apple and Google. These third parties may impose technical and privacy, data protection, and information security requirements on companies that distribute applications through their platforms. These requirements are subject to change and may adversely impact our ability to Process personal information. Complying with these requirements may cause us to incur additional expense, and the failure to comply with these requirements may cause us to lose access to the app store and users, and our business would be harmed.

If our security measures are compromised now or in the future, or the security, confidentiality, integrity or availability of our information technology, software, services, communications or data is compromised, limited or fails, this could have a material adverse effect on our business, financial condition and results of operations.

A significant barrier to online communications and commerce is the inability to ensure secure access or transmission of information over the Internet. Despite the implementation of security measures and the successful completion of security audits, iRemedy’s networks may be vulnerable to unauthorized access, computer viruses and other disruptions. A wrongdoer who can circumvent security measures could misappropriate proprietary information or cause interruptions in our Internet operations. Security breaches that result in access to confidential information could damage iRemedy’s reputation and expose us to a risk of loss or liability. We may be required to expend significant capital or other resources to protect against the threat of security breaches or to alleviate problems caused by such breaches. Additionally, as iRemedy increases its focus on ecommerce and g-commerce, our customers will become more concerned about security. If we fail to adequately address these concerns, this could adversely affect iRemedy’s business, financial condition and operating results.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with GAAP and our key metrics require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes and amounts reported in our key metrics. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to the determination of fair value of equity-based compensation, equity-linked financial instruments, inventory obsolescence, useful life of intangible assets, right-of-use assets and liabilities and utilization of deferred tax assets. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Common Stock.

Changes in accounting rules, assumptions and/or judgments could materially and adversely affect us.

Accounting rules and interpretations for certain aspects of our operations are highly complex and involve significant assumptions and judgment. These complexities could lead to a delay in the preparation and dissemination of our financial statements. Furthermore, changes in accounting rules and interpretations or in our accounting assumptions and/or judgments could significantly impact our financial statements. In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Any of these circumstances could have a material adverse effect on our business, prospects, liquidity, financial condition, and results of operations.

We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our results of operations.

We are subject to U.S. federal and state income taxes. Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without advance notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. Our effective tax rates could be affected by numerous factors, such as changes in tax, accounting and other laws, regulations, administrative practices, principles and interpretations, the mix and level of earnings in a given taxing jurisdiction, or our ownership or capital structures.

Our ability to limit our liabilities by contract or through insurance may be ineffective or insufficient to cover our future liabilities.

We attempt to limit, by contract, our liability for damages arising from our negligence, errors, mistakes, or security breaches. Contractual limitations on liability, however, may not be enforceable or may otherwise not provide sufficient protection to us from liability for damages and we are not always able to negotiate meaningful limitations. We maintain liability insurance coverage, including coverage for cybersecurity and errors and omissions. It is possible, however, that claims could exceed the amount of our applicable insurance coverage, if any, or that this coverage may not continue to be available on acceptable terms or in sufficient amounts. Even if these claims do not result in liability to us, investigating and defending against them could be expensive and time-consuming and could divert management’s attention away from our operations. In addition, negative publicity caused by these events may delay market acceptance of our solutions and services, any of which could materially and adversely affect our reputation and our business.

We may be unable to successfully execute on our growth initiatives, business strategies, or operating plans.

We are continually executing on growth initiatives, strategies, and operating plans designed to enhance our business and extend our solutions. The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate. Moreover, we may not be able to successfully complete these growth initiatives, strategies, and operating plans and realize all of the benefits, including growth targets and cost savings, that we expect to achieve or it may be more costly to do so than we anticipate. A variety of risks could cause us not to realize some or all of the expected benefits. These risks include, among others, delays in the anticipated timing of activities related to such growth initiatives, strategies, and operating plans, increased difficulty and cost in implementing these efforts, including difficulties in complying with new regulatory requirements and the incurrence of other unexpected costs associated with operating our business. Moreover, our continued implementation of these programs may disrupt our operations and performance. As a result, we cannot assure you that we will realize these benefits. If for any reason the benefits we realize are less than our estimates, or the implementation of these growth initiatives, strategies, and operating plans adversely affect our operations or cost more or take longer to effectuate than we expect, or if our assumptions prove inaccurate, our business, financial condition and results of operations may be materially adversely affected.

Our business could be disrupted by catastrophic events such as power disruptions, data security breaches, and terrorism.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, commerce, and the global economy, and thus could harm our business. In the event of a major earthquake, hurricane, fire, cyber-attack, war, terrorist attack, disease, such as COVID-19, power loss, telecommunications failure, or other catastrophic events, we may be unable to continue our operations, in part or in whole, and may endure reputational harm, breaches of data security, and loss of critical data, all of which could harm our business, results of operations, and financial condition. Our insurance coverage may not compensate us for losses that may occur in the event of an earthquake or other significant natural disaster, such as fires, floods, severe weather, droughts, and travel-related health concerns including pandemics and epidemics.

In addition, acts of terrorism, including malicious internet-based activity, could cause disruptions to the internet or the economy as a whole. Even with our disaster recovery arrangements, access to our platform could be interrupted. If our systems were to fail or be negatively impacted as a result of a natural disaster or other event, our ability to deliver our platform and solution to our customers and members would be impaired or we could lose critical data. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business, financial condition, and results of operations would be harmed.

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

We anticipate that we will continue to depend on relationships with various third parties, including government prime contractors, logistical service providers, factories and distributors to grow our business. Identifying, negotiating and maintaining relationships with third parties require significant time and resources. Our competitors may be effective in providing incentives to these parties to favor their solutions or may prevent us from developing strategic relationships with these parties. These third parties may decide that working with us is not in their interest. In addition, these third parties may not perform as expected under our agreements with them, and we have had, and may in the future have, disagreements or disputes with these parties, which could negatively affect our brand and reputation. It is possible that these third parties may not be able to devote the resources we expect to the relationship or they may terminate their relationships with us. If we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace or to grow our business could be impaired, and our operating results could suffer. Even if we are successful, these relationships may not result in improved operating results.

We may become subject to litigation, which could have a material adverse effect on our business, financial condition, and results of operations.

We have been subject to litigation in the past and may become subject to litigation in the future. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which we are not, or cannot be, insured against. We generally intend to defend ourselves vigorously; however, we cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby having a material adverse effect on our business, financial condition, results of operations, cash flow, and per share trading price of our Common Stock. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured, and adversely impact our ability to attract directors and officers.

Our brands and the marketing of our products and services rely on our acquiring and maintaining certain domain names, which, if infringed upon or closely replicated, could decrease the value of our brands, negatively impact our business operations and compromise our marketing efforts.

iRemedy currently holds various web domain names relating to our brands, including www.iRemedy.com. (Information on this website is specifically excluded from incorporation into this Offering Circular and should not be relied upon by any potential investors in making an investment decision.) Currently, the acquisition and maintenance of domain names is regulated by governmental agencies and their designees. The regulation of domain names in the U.S. is controlled by a non-profit corporation. The creation of additional top-level domains will likely take place sometime in the near future. Requirements for holding domain names may also be affected. We cannot assure that we will be able to acquire or maintain relevant domain names. In addition, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. Therefore, we may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of its trademarks and other proprietary rights.

We depend on our talent to grow and operate our business, and if we are unable to hire, integrate, develop, motivate, and retain our personnel, we may not be able to grow effectively.

iRemedy believes its success will depend to a significant extent on the efforts and abilities of key personnel. The loss of the services of key employees could have a material adverse effect on iRemedy Healthcare. iRemedy Healthcare’s operations will also depend to a great extent on its ability to attract new key personnel with Internet experience and retain existing key personnel in the future. iRemedy Healthcare’s future success also depends on its continuing ability to attract and retain highly qualified sales, technical and management personnel. Competition for such personnel is intense, and there can be no assurance that iRemedy Healthcare can retain key sales and management employees or that it can attract, assimilate or retain other highly qualified sales, technical and management personnel in the future. There can be no assurance that iRemedy Healthcare will be able to attract and retain the personnel necessary for growth.

While iRemedy Healthcare depends on certain key personnel, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, should any of these key personnel, management or founders die or become disabled, the Company will not receive compensation that would assist with such person’s absence. The loss of such person could negatively affect the Company and its operations.

If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

We believe that our brand is critical to the success of our business, and we utilize trademark registration and other means to protect it. Our business would be harmed if we were unable to protect our brand against infringement and its value was to decrease as a result. The registered or unregistered trademarks or trade names that we own or license may be challenged, infringed, circumvented, declared generic, lapsed or determined to be infringing on or dilutive of other marks. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition with potential partners. In addition, third parties may in the future file for registration of trademarks similar or identical to our trademarks. If they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging such third-party rights, we may not be able to use these trademarks to commercialize our technologies or solutions in certain relevant countries. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected.

We may be subject to intellectual property claims, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies in the future.

Companies in the Internet and technology industries are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. We periodically receive communications that claim we have infringed, misappropriated or misused others’ intellectual property rights. To the extent we gain greater public recognition, we may face a higher risk of being the subject of intellectual property claims. Third parties may have intellectual property rights that cover significant aspects of our technologies or business methods and prevent us from expanding our offerings. Any intellectual property claim against us, with or without merit, could be time consuming and expensive to settle or litigate and could divert the attention of our management. Litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters. In addition, some of our competitors have extensive portfolios of issued patents. In a patent infringement claim against us, we may assert, as a defense, that we do not infringe the relevant patent claims, that the patent is invalid, or both. The strength of our defenses will depend on the patents asserted, the interpretation of these patents, and our ability to invalidate the asserted patents. However, we could be unsuccessful in advancing non-infringement and/or invalidity arguments in our defense. In the United States, issued patents enjoy a presumption of validity, and the party challenging the validity of a patent claim must present clear and convincing evidence of invalidity, which is a high burden of proof. Conversely, the patent owner need only prove infringement by a preponderance of the evidence, which is a lower burden of proof. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover one or more of our products. Many potential litigants, including some of our competitors and patent holding companies, have the ability to dedicate substantial resources to enforcing their intellectual property rights. Moreover, our patents may provide little or no deterrence in litigation involving patent holding companies or other adverse patent owners that have no relevant product revenue. Any claims successfully brought against us could subject us to significant liability for damages and we may be required to stop using technology or other intellectual property alleged to be in violation of a third-party’s rights in jurisdictions where we do business. We also might be required to enter into costly settlement agreements or seek a license for third-party intellectual property. Even if a license is available, we could be required to pay significant royalties or submit to unreasonable terms, which would increase our operating expenses. We may also be required to develop alternative non-infringing technology, which could require significant time and expense. If we cannot license or develop technology for any allegedly infringing aspect of our business, we would be forced to limit our service and may be unable to compete effectively. Any of these results could harm our business.

Our software is highly complex, unproven and may contain undetected errors.

The software and code underlying our technology platform is highly interconnected and complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. We typically release software code daily and this practice may result in the more frequent introduction of errors or vulnerabilities into the software underlying our platform, which can impact the user and merchant experience on our platform. Additionally, due to the interconnected nature of the software underlying our platform, updates to certain parts of our code, including changes to our website or mobile app or third-party APIs on which our website and mobile app rely, could have an unintended impact on other sections of our code, which may result in errors or vulnerabilities to our platform. Any errors or vulnerabilities discovered in our code after release could result in damage to our reputation, loss of our merchants or users, loss of revenue, or liability for damages, any of which could adversely affect our growth prospects and our business. Our business operations and future growth are dependent on the ability of our proprietary software systems to rapidly build and manage out catalog, execute sales and fulfill orders through our automated systems. The failure of any of these systems to work as planned could adversely affect our operations, profitability, growth or other critical aspects of our business.

Our use of open source software may pose particular risks to our proprietary software and systems.

We use open source software in our proprietary software and systems and will use open source software in the future. The licenses applicable to our use of open source software may require that source code that is developed using open source software be made available to the public and that any modifications or derivative works to certain open source software continue to be licensed under open source licenses. From time to time, we may face claims from third parties claiming infringement of their intellectual property rights or demanding the release or license of the open source software or derivative works that we developed using such software (which could include our proprietary source code) or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to purchase a costly license, publicly release the affected portions of our source code, be limited in or cease using the implicated software unless and until we can re-engineer such software to avoid infringement or change the use of, or remove, the implicated open source software. Our use of open source software may also present additional security risks because the source code for open source software is publicly available, which may make it easier for hackers and other third parties to determine how to breach our website and systems that rely on open source software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a material adverse effect on our business, results of operations, financial condition, and prospects.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.

We rely heavily on trade secrets and confidentiality agreements to protect our unpatented know-how, technology and other proprietary information, including our technology platform, and to maintain our competitive position. With respect to our technology platform, we consider trade secrets and know-how to be one of our primary sources of intellectual property. However, trade secrets and know-how can be difficult to protect. We seek to protect these trade secrets and other proprietary technology in part by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside contractors, consultants, advisors, and other third parties.

We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants. The confidentiality agreements are designed to protect our proprietary information and, in the case of agreements or clauses containing invention assignment, to grant us ownership of technologies that are developed through a relationship with employees or third parties. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary information, including our technology and processes. Despite these efforts, no assurance can be given that the confidentiality agreements we enter into will be effective in controlling access to such proprietary information and trade secrets. The confidentiality agreements on which we rely to protect certain technologies may be breached, may not be adequate to protect our confidential information, trade secrets, and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, trade secrets, or proprietary technology. Further, these agreements do not prevent our competitors or others from independently developing the same or similar technologies and processes, which may allow them to provide a service similar or superior to ours, which could harm our competitive position.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other third party, it could harm our competitive position, business, financial condition, results of operations and prospects.

The certificate of incorporation and bylaws provides that state or federal court located within the state of Delaware will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Section 21 of our certificate of incorporation and Section 7.4 of our bylaws provides that “[u]nless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located in the county in which the principal office of the corporation in the State of Delaware is established, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Notwithstanding the foregoing, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange of 1934, as amended, the Securities Act of 1933, as amended, or any claim for which the federal courts have exclusive or concurrent jurisdiction.” Therefore, the exclusive forum provision in our certificate of incorporation and our bylaws will not relieve us of our duty to comply with the federal securities laws and the rules and regulations thereunder, and shareholders will not be deemed to have waived our compliance with these laws, rules and regulations.

This exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us or our directors, officers or other employees. In addition, shareholders who do bring a claim in the state or federal court in the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. The state or federal court of the State of Delaware may also reach different judgments or results than would other courts, including courts where a shareholder would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our shareholders. However, the enforceability of similar exclusive forum provisions in other companies’ certificates of incorporation have been challenged in legal proceedings, and it is possible that a court could find this type of provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find the exclusive forum provision contained in our certificate of incorporation and our bylaws to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.

By purchasing Common Stock in this offering, you are bound by the fee-shifting provision contained in our bylaws, which may discourage you to pursue actions against us and could discourage shareholder lawsuits that might otherwise benefit the Company and its shareholders.

Section 7.4 of our bylaws provides that “[i]f any action is brought by any party against another party, relating to or arising out of these Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action, provided that the provisions of this sentence shall not apply with respect to “internal corporate claims” as defined in Section 109(b) of the DGCL.”

Our bylaws provide that for this section, the term “attorneys’ fees” or “attorneys’ fees and costs” means the fees and expenses of counsel to the Company and any other parties asserting a claim subject to Section 7.4 of the bylaws, which may include printing, photocopying, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding.

We adopted the fee-shifting provision to eliminate or decrease nuisance and frivolous litigation. We intend to apply the fee-shifting provision broadly to all actions except for claims brought under the Exchange Act and Securities Act.

There is no set level of recovery required to be met by a plaintiff to avoid payment under this provision. Instead, whoever is the prevailing party is entitled to recover the reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action. Any party who brings an action, and the party against whom such action is brought under Section 7.4 of our bylaws, which could include, but is not limited to former and current shareholders, Company directors, officers, affiliates, legal counsel, expert witnesses and other parties, are subject to this provision. Additionally, any party who brings an action, and the party against whom such action is brought under Section 7.4 of our bylaws, which could include, but is not limited to former and current shareholders, Company directors, officers, affiliates, legal counsel, expert witnesses and other parties, would be able to recover fees under this provision.

In the event you initiate or assert a claim against us, in accordance with the dispute resolution provisions contained in our Bylaws, and you do not, in a judgment prevail, you will be obligated to reimburse us for all reasonable costs and expenses incurred in connection with such claim, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. Additionally, this provision in Section 7.4 of our bylaws could discourage shareholder lawsuits that might otherwise benefit the Company and its shareholders.

THE FEE SHIFTING PROVISION CONTAINED IN THE BYLAWS IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF COMMON STOCK OF THE COMPANY’S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE FEE SHIFTING PROVISION CONTAINED IN THE BYLAWS DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

Risks Relating to This Offering

In the absence of an active trading market for our Common Stock, you may not be able to resell your shares at or above the initial offering price.

Prior to this Offering, there has been no public market for our shares of Common Stock and a public market may never develop, or, if any market does develop, it may not be sustained. Our Common Stock is not traded on any exchange or on the over-the-counter market. We presently do not intend to seek the quotation of our Common Stock, but should we hereinafter elect to do so, there can be no assurances that such quotation will ever materialize. There can be no assurance that our Common Stock will ever be quoted on a stock exchange or a quotation service or that any market for our Common Stock will develop. In the absence of an active trading market for our Common Stock, investors may not be able to sell their Common Stock at or above the initial offering price or at the time that they would like to sell.

This is a fixed price offering and the fixed offering price may not accurately represent the current value of us or our assets at any particular time. Therefore, the purchase price you pay for Offered Shares may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the offering price for our Shares is fixed and will not vary based on the underlying value of our assets at any time. Our board of directors has determined the offering price in its sole discretion. The fixed offering price for our Shares has not been based on appraisals of any assets we own or may own, or of our Company as a whole, nor do we intend to obtain such appraisals. Therefore, the fixed offering price established for our Shares may not be supported by the current value of our Company or our assets at any particular time.

We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies.

We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time when it becomes necessary to perform the system and process evaluation, testing and remediation required to comply with the management certification and auditor attestation requirements.

This offering is being conducted on a self-underwritten “best efforts” basis and we may not be able to execute our growth strategy if the $25 million maximum is not sold.

If you invest in the Common Stock and less than all of the offered shares are sold, the risk of losing your entire investment will be increased. We are offering our Common Stock on a self-underwritten “best efforts” basis, and we can give no assurance that all of the offered Common Stock will be sold. If less than $25 million of Common Stock shares offered are sold, we may be unable to fund all the intended uses described in this Offering Circular from the net proceeds anticipated from this offering without obtaining funds from alternative sources or using working capital that we generate. Alternative sources of funding may not be available to us at what we consider to be a reasonable cost, and the working capital generated by us may not be sufficient to fund any uses not financed by offering net proceeds. No assurance can be given to you that any funds will be invested in this offering other than your own.

Upon the completion of our Offering, our compliance with Regulation A and reporting to the SEC could be costly, and our management will be required to devote substantial time to the compliance requirements of Regulation A.

Upon the completion of our Offering, our compliance with Regulation A could be costly and requires legal and accounting expertise. Because the new rules implementing Title IV of the Jumpstart Our Business Startups Act of 2012 took effect in June 2015, we have no experience complying with the new provisions of Regulation A or making the public filings required by the rule. Besides qualifying this Form 1-A, we must file an annual report on Form 1-K, a semiannual report on Form 1-SA, and current reports on Form 1-U.

Our legal and financial staff may need to be increased in order to comply with Regulation A. Compliance with Regulation A will also require greater expenditures on outside counsel, outside auditors, and financial printers in order to remain in compliance. Failure to remain in compliance with Regulation A may subject us to sanctions, penalties, and reputational damage and would adversely affect our results of operations.

Upon the completion of this Offering, we expect to become an “emerging growth company” and our compliance with the reduced reporting and disclosure requirements applicable to “emerging growth companies” may make our Common Stock less attractive to investors.

Upon the completion of this Offering, we expect to become an “emerging growth company,” as defined in the JOBS Act, and we have elected to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These provisions include, but are not limited to: being permitted to have only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations disclosures; being exempt from compliance with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; being subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and not being required to hold nonbinding advisory votes on executive compensation or on any golden parachute payments not previously approved.

In addition, while we are an “emerging growth company,” we will not be required to comply with any new financial accounting standard until such standard is generally applicable to private companies. As a result, our financial statements may not be comparable to companies that are not “emerging growth companies” or elect not to avail themselves of this provision.

We may remain an “emerging growth company” until as late as December 31, 2027, the fiscal year-end following the fifth anniversary of the completion of this initial public offering, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1.07 billion in annual revenue in any fiscal year, (ii) we become a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year, or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period.

The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find our Common Stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may decline or become more volatile.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. Broad market and industry factors may seriously affect the market price of our Common Stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market prices of a particular company’s securities, securities class action litigation has often been instituted against that company. Securities litigation, if instituted against us, could result in substantial costs and divert our management’s attention and resources from our business. This could materially adversely affect our business, financial condition, results of operations, and prospects.

In the event that our shares of Common Stock are traded, they may trade under $5.00 per share and thus will be a penny stock. Trading in penny stocks has many restrictions and these restrictions could severely affect the price and liquidity of our shares.

In the event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

You May Face Significant Restrictions On The Resale Of Your Shares Due To State “Blue Sky” Laws.

Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. We have not yet applied to have our securities registered in any state and will not do so until we receive expressions of interest from investors resident in specific states after they have viewed this prospectus. We will initially focus our offering in the state of Texas and will rely on exemptions found in the Texas Securities Act. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

If investors successfully seek rescission, we would face severe financial demands that we may not be able to meet.

Our Shares have not been registered under the Securities Act of 1933, or the Securities Act, and are being offered in reliance upon the exemption provided by Section 3(b) of the Securities Act and Regulation A promulgated thereunder. We represent that this Offering Circular does not contain any untrue statements of material fact or omit to state any material fact necessary to make the statements made, in light of all the circumstances under which they are made, not misleading. However, if this representation is inaccurate with respect to a material fact, if this offering fails to qualify for exemption from registration under the federal securities laws pursuant to Regulation A, or if we fail to register the Shares or find an exemption under the securities laws of each state in which we offer the Shares, each investor may have the right to rescind his, her or its purchase of the Shares and to receive back from the Company his, her or its purchase price with interest. Such investors, however, may be unable to collect on any judgment, and the cost of obtaining such judgment may outweigh the benefits. If investors successfully seek rescission, we would face severe financial demands we may not be able to meet and it may adversely affect any non-rescinding investors.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

The initial public offering price per share will be substantially higher than the pro forma net tangible book value per share of our Common Stock outstanding prior to this offering. As a result, investors purchasing Common Stock in this offering will experience immediate dilution of $(8.84) per share. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares of Common Stock. In addition, if we issue additional equity securities, you will experience additional dilution.

Fiduciaries investing the assets of a trust or pension or profit sharing plan must carefully assess an investment in our Company to ensure compliance with ERISA.

In considering an investment in the Company of a portion of the assets of a trust or a pension or profit-sharing plan qualified under Section 401(a) of the Code and exempt from tax under Section 501(a), a fiduciary should consider (i) whether the investment satisfies the diversification requirements of Section 404 of ERISA; (ii) whether the investment is prudent, since the Offered Shares are not freely transferable and there may not be a market created in which the Offered Shares may be sold or otherwise disposed; and (iii) whether interests in the Company or the underlying assets owned by the Company constitute “Plan Assets” under ERISA. See “ERISA Consideration.”

Future sales and issuances of our Common Stock or rights to purchase Common Stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause the stock price of our Common Stock to decline.

In the future, we may sell Common Stock, convertible securities, or other equity securities in one or more transactions at prices and in a manner we determine from time to time. We expect to issue securities to employees and directors pursuant to our equity incentive plans. If we sell Common Stock, convertible securities, or other equity securities in subsequent transactions, or Common Stock is issued pursuant to equity incentive plans, our investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our Common Stock, including our Common Stock.

Substantial future sales of shares of our Common Stock could cause the market price of our Common Stock to decline.

The market price of shares of our Common Stock could decline as a result of substantial sales of our Common Stock, particularly sales by our directors, executive officers and significant stockholders, a large number of shares of our Common Stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares.

We may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a return.

The principal purposes of this offering are to raise additional capital, to create a public market for our Common Stock and to facilitate our future access to the public equity markets. We currently intend to use the proceeds we receive from this offering after deducting estimated underwriting discounts and commissions and fees and expenses associated with qualification of Offering under Regulation A, including legal, auditing, accounting, transfer agent, financial printer and other professional fees as well as the one time set up fee payable to Dalmore, primarily for (a) the implementation of our business plan, including but not limited to, (i) funding the acquisition or investment complementary businesses, products, services, technologies or other assets, (ii) funding growth strategies which are discussed in this Offering Circular and (iii) working capital and general corporate purposes. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Investors in this offering will need to rely upon the judgment of our management with respect to the use of proceeds. If we do not use the net proceeds that we receive in this offering effectively, our business, financial condition, results of operations and prospects could be harmed, and the market price of our Common Stock could decline.

We could be subject to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition or results of operations.

Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Company’s certificate of incorporation and bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors. These provisions include:

These provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our board of directors and management.

Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our security holders to receive a premium for their securities and could also affect the price that some investors are willing to pay for our securities.

The process of designing and implementing internal controls over financial reporting is time consuming, costly, and complicated. If during the evaluation and testing process, we identify one or more material weaknesses in our internal control over financial reporting or determine that existing material weaknesses have not been remediated, our management will be unable to assert that our internal control over financial reporting is effective. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or the level at which our internal controls are documented, designed, implemented, or reviewed. If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the valuation of our Common Stock could be adversely affected.

The authorization and issuance of preferred stock could adversely affect the voting and other rights of our shareholders.

The Board of Directors of iRemedy has the power to establish the dividend rates, liquidation preferences, voting rights, redemption and conversion terms, and all other rights, preferences and privileges with respect to any series of preferred stock. The issuance of any series of preferred stock having rights superior to those of iRemedy’s Common Stock may result in a decrease in the value or market price of our Common Stock and could be used by iRemedy’s Board of Directors as a means to prevent a change in control of our Company.

Future issuances of preferred stock may provide for dividends and certain preferences in liquidation, as well as conversion rights. Such preferred stock issuances could make the possible takeover of iRemedy, or the removal of management of iRemedy, more difficult. The issuance of such preferred stock could discourage hostile bids for control of iRemedy in which stockholders could receive premiums for their Common Stock, could adversely affect the voting and other rights of the holders of iRemedy’s Common Stock, or could depress the market price of the iRemedy Common Stock.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business and we do not expect to declare or pay any dividends in the foreseeable future. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our Common Stock. As a result, stockholders must rely on sales of their Common Stock after price appreciation as the only way to realize any future gains on their investment.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Offering Circular include, but are not limited to, statements about:

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Offering Circular.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Offering Circular primarily on our current expectations and projections about future events and trends that we believe may affect our business, results of operations, financial condition, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Offering Circular. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Offering Circular. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Offering Circular relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Offering Circular to reflect events or circumstances after the date of this Offering Circular or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Offering Circular, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

MARKET AND INDUSTRY DATA

This Offering Circular contains statistical data, estimates, and forecasts that are based on various sources, including independent industry publications or other publicly available information, as well as other information based on our internal sources. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and other publicly available information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors,” that could cause results to differ materially from those expressed in these publications and reports. The content of the below sources, except to the extent specifically set forth in this Offering Circular, does not constitute a portion of this Offering Circular and is not incorporated herein.

Certain information in the text of this Offering Circular is contained in independent industry publications and publicly-available reports. Certain of these publications, studies, and reports were published before the COVID-19 pandemic and therefore do not reflect any impact of COVID-19 on any specific or global market. The source of these independent industry publications is provided below:

TRADEMARKS AND COPYRIGHTS

We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products and the formulations for such products. This Offering Circular may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this Offering Circular is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this Offering Circular are listed without their ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners.

USE OF PROCEEDS

We intend to use the net proceeds for the following purposes in the following order: (a) first towards the fees and expenses associated with qualification of Offering under Regulation A of up to $808,063, including legal, auditing, accounting, transfer agent, and other professional fees as well as fees payable to Dalmore; (b) second towards the implementation of our business plan, including but not limited to, (i) funding the acquisition or investment complementary businesses, products, services, technologies or other assets, (ii) funding growth strategies which are discussed in this Offering Circular and (iii) funding the remaining balance towards working capital and general corporate purposes. We do not, however, have formal agreements or formal commitments to enter into any acquisitions or investments at this time. In the event that we sell less than the maximum shares offered in the Offering, our first priority is to pay fees associated with the qualification of this Offering under Regulation A. No proceeds will be used to compensate or otherwise make payments to officers or directors except for ordinary payments under employment or consulting agreements.

If all of the Shares are sold in this Offering on a “self-underwritten” basis through our officers and directors with the assistance of Dalmore for compliance brokerage services (but without utilizing broker-dealers acting as underwriters or placement agents) to sell the Shares, we expect to receive net proceeds from this Offering of approximately $24,750,000 after deducting estimated underwriting discounts and commissions to Dalmore in the amount of $250,000 (1.0% of the gross proceeds of the Offering). If all of the Shares are sold in this Offering with the assistance of Dalmore for compliance brokerage services and through broker-dealers acting as underwriters or placement agents (including, but not limited to, OpenDeal Broker, through its Republic Platform), we expect to receive net proceeds from this Offering of approximately $23,500,000 after deducting estimated underwriting discounts and commissions to Dalmore and the broker-dealers in the amount of $1,500,000 (6.0% of the gross proceeds of the Offering). However, we cannot guarantee that we will sell all of the Shares being offered for cash by us. The following table summarizes how we anticipate using the gross proceeds of this Offering conservatively assuming the Shares are sold in this Offering with the assistance of Dalmore and through broker-dealers acting as underwriters or placement agents at the maximum commission allowable, depending upon whether we sell 25%, 50%, 75%, or 100% of the shares being offered in the Offering:

Because the offering is being made on a “best efforts” basis, without a minimum offering amount, the Company may close the offering without sufficient funds for all the intended purposes set out above. In such an event, the Company will adjust its use of proceeds by reducing the amount of proceeds to be used towards (i) acquisition or investment complementary businesses, products, services, technologies or other assets, (ii) funding growth strategies which are discussed in this Offering Circular, and (iii) working capital and general corporate purposes. The Company reserves the right to change the above use of proceeds if management believes it is in the best interests of the Company. The intended use of proceeds in this section takes into account the potential impacts of COVID-19.

Pending the use of proceeds from this offering as described above, we plan to invest the net proceeds that we receive in this offering in short-term and intermediate-term interest-bearing obligations, investment-grade investments, certificates of deposit, or direct or guaranteed obligations of the U.S. government.

DETERMINATION OF OFFERING PRICE

The public offering price of the shares was determined solely by us. That public offering price is subject to change as a result of market conditions and other factors. Prior to this offering, no public market exists for our Common Stock. The principal factors considered in determining the public offering price of the shares included:

DIVIDEND POLICY

We have never declared or paid any cash dividend on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our Board of Directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our Board of Directors may deem relevant.

MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Prior to this Offering, there has been no public market for our shares of Common Stock and a public market may never develop, or, if any market does develop, it may not be sustained. Our Common Stock is not traded on any exchange or on the over-the-counter market. We presently do not intend to seek the quotation of our Common Stock, but should we hereinafter elect to do so, there can be no assurances that such quotation will ever materialize. There can be no assurance that our Common Stock will ever be quoted on a stock exchange or a quotation service or that any market for our Common Stock will develop.

Holders of Common Stock

As of November 4, 2022, there were approximately 192 record holders of our Common Stock.

We have not paid any cash dividends on our Common Stock and do not currently anticipate paying cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business.

Historical Common Equity Transactions

On July 19, 2019, Company sold 1,000,000 shares of Common Stock to an accredited investor (the “holder”) at a price per share of $.90 or $900,000 (the “Stock Purchase Agreement”). In connection with the Stock Purchase Agreement, the holder has the right, but not the obligation to require the Company to purchase 200,000 shares of Common Stock at $1.35 per share, or $270,000 each quarter, commencing on August 1, 2021 and ending August 1, 2023 for an aggregate number of shares of Common Stock to be repurchased of 1,000,000 for $1,350,000 (the “Put Option”). The obligation of the Company required by the Put Option is secured by substantially all of the Company’s assets.

During the year ended December 31, 2019, the Company issued 250,000 shares of Common Stock to the seller of Buy Med, Inc. as part of the total consideration paid in the acquisition. The shares were estimated to have a fair value of $375,000 or $1.50 per share at time of acquisition based on recent Common Stock sales.

During the year ended December 31, 2019, the Company issued 20,000 shares of Common Stock to certain accredited investors in connection with the exercise of a warrant resulting in proceeds of $15,000.

During the year ended December 31, 2020, 50,000 shares of Common Stock were issued to a lender in connection with the extension of two Required Call payments.

During the years ended December 31, 2020 and 2019, 227,077 and 300,000 of shares of Common Stock, respectively, were issued in connection with notes payable agreements as follows:

During the year ended December 31, 2020, the Company issued 506,666 shares of Common Stock to 22 unrelated individuals at a price per share ranging from $1.00 - $3.00, resulting in gross proceeds of $840,000.

During the year ended December 31, 2019, the Company issued 959,167 shares of Common Stock to 15 unrelated individuals at a price per share ranging from $1.00 - $3.00, resulting in gross proceeds of $1,845,000.

During the years ended December 31, 2020 and 2019, the Company granted employees and a consultant, options to acquire 1,910,000 and 1,110,000, respectively, shares of Common Stock under the 2007 Equity Incentive Plan with an exercise price of $1.50 per share, immediate vesting and a ten-year term. One employee was granted options to purchase 900,000 shares of Common Stock that vest at a rate of 25,000 per month for three years. The consultant received 15,000 options in 2019 that vested over a twelve-month service period.

During the years ended December 31, 2020 and 2019, the Company issued warrants to acquire 716,666 and 1,896,673 shares of Common Stock, respectively, at exercise prices ranging from $1.50 - $3.00 per share. The 2020 warrants were issued as follows: 316,666 warrants were issued as fees for capital raises, 400,000 were issued in connection with a promissory note executed with Jim Harding, the Company’s Chief Technology Officer. The 2019 warrants were issued as follows: 200,500 warrants were issued for services, 774,229 warrants were issued as fees for capital raises, and 921,944 were issued as an incentive to one stockholder who purchased shares of Common Stock from other stockholders looking to sell their shares.

In January 2021, one accredited investor exercised its warrant with an exercise price of $1.50 resulting in the issuance of 15,000 shares of Common Stock and cash proceeds of $22,500.

On January 14, 2021, as consideration to a lender for executing the Exchange Notes, the Company issued them 75,000 shares of Common Stock.

On January 14, 2021, as consideration to a lender for executing the exchange agreement, the Company issued them 20,000 shares of Common Stock.

On February 18, 2021, a lender of the Convertible Notes was issued 49,315 shares of Common Stock for executing the forbearance agreement.

On April 6, 2021, as consideration to a lender for extending the maturity date of the line of credit, the Company issued them 150,000 shares of Common Stock.

On April 22, 2021, as consideration to a lender for executing the 2^nd Exchange Note, the Company issued them 50,000 shares of Common Stock.

On May 15, 2021, two lenders converted $710,722 of principal into 1,255,277 shares of Common Stock.

In July 2021, the two remaining Required Call payments totaling $150,000 in connection with the Call Agreement were paid in full resulting in the repurchase of 200,000 shares of Common Stock by the Company.

On August 15, 2021, the lender of the line of credit was issued 50,000 shares of Common Stock for executing a forbearance agreement.

On August 1, 2021, as consideration to a lender for executing the 3^rd Exchange Note, the Company issued them 22,000 shares of Common Stock.

During the year ended December 31, 2021, the Company sold 497,915 shares of Common Stock to an accredited investor for $3.00 per share resulting in gross proceeds of $1,493,745. In connection therewith, the Company also issued 2,700 shares of Common Stock as issuance costs.

On September 23, 2021, the Company issued 2,500,000 shares of Common Stock to Anthony Paquin, our Chief Executive Officer, in exchange for 1,000,000 shares of Series A Preferred Stock held by Mr. Paquin. The shares of Series A Preferred Stock were returned to the pool of authorized shares of Series A Preferred Stock.

During the year ended December 31, 2021, 210,000 warrants were issued for consulting services. During the year ended December 31, 2021, a consultant received an aggregate total of 60,000 Common Stock warrants with an exercise price of $3.00 which expire three years from the grant date. Additionally, 150,000 total warrants were issued to purchase Common Stock at $3.00 per share to three separate service providers which expire three years from the grant date. The other 400,000 warrants issued during the year ended December 31, 2021 were issued in connection with the execution of a promissory note with Jim Harding in the amount of $4,288,000.

On February 1, 2022, the holder of the redeemable stock exercised their Put Option (available every six months) which requires the Company to purchase 200,000 shares of common stock at $1.35 per share or $270,000.

During the six months ended June 30, 2022, the Company issued 117,500 shares of common stock at a sales price per share ranging from $3.00 - $6.00 resulting in gross proceeds of $390,000.

During the six months ended June 30, 2022, the Company issued 40,000 shares of common stock for services with an estimated fair value of $120,000 based on a $3.00 price per share.

During the period ended June 30, 2022, the Company issued 36,666 shares of common stock in connection with the exercise of a warrant resulting in gross proceeds of $54,999.

During the six months ended June 30, 2022, the Company issued 50,000 shares of common stock for the payment of $150,000 of guaranteed interest on a line of credit agreement.

During the six months ended June 30, 2022, the Company issued 20,000 shares of common stock as consideration for a lender executing an extension on a note payable with an estimated fair value of $60,000 based on a $3.00 price per share.

Subsequent to June 30, 2022 through the date of this offering circular, the Company sold 83,333 shares of common stock at a price per share of $6.00 and received proceeds of $500,000.

 Subsequent to June 30, 2022 through the date of this offering circular, the Company granted warrants to purchase 750,000 shares of common stock with an exercise price of $4.00 per share and an expiration date in August 2024.

Subsequent to June 30, 2022 through the date of this offering circular, certain warrant holders exercised their warrants with an exercises price of $2.00 per share resulting in the issuance of 150,000 shares of common stock and cash proceeds of approximately $300,000.

Subsequent to June 30, 2022 through the date of this offering circular, the Company granted nonemployees options to purchase 25,500 shares of common stock at an exercise price of $3.00 per share with immediate vesting and a ten-year exercise period.

Subsequent to June 30, 2022 through the date of this offering circular, options to purchase 104,195 shares of common stock at exercise prices ranging from $1.00 to $3.00 per share expired and were forfeited.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2022 on an actual basis.

This table should be read in conjunction with the information contained in this Offering Circular, including “Summary Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes thereto appearing elsewhere in this Offering Circular.

DILUTION

Dilution is the amount by which the offering price paid by purchasers of Common Stock sold in this offering will exceed the pro forma net tangible book value per share of Common Stock after the offering. As of June 30, 2022, our net tangible book value was approximately $(35,479,020), or $(1.03) per share. Net tangible book value is the value of our total tangible assets less total liabilities.

Based on the initial offering price of $8.50 per one share of Common Stock, on an as adjusted basis as of December 31, 2021, after giving effect to the offering of shares of Common Stock for cash (assuming no issuance of Bonus Shares) and the application of the related net proceeds, our net tangible book value would be:

(i) $(12,787,083) or $(0.34) per share of Common Stock, assuming the sale of 100% of the shares offered (2,941,176 shares) with net proceeds in the amount of $22,691,937 after deducting estimated broker commissions of $1,500,000 and estimated offering expenses of $808,063;

(ii) $(18,460,083), or $(0.50) per share of Common Stock, assuming the sale of 75% of the shares offered (2,205,882 shares) with net proceeds in the amount of $17,018,953 after deducting estimated broker commissions of $1,125,000 and estimated offering expenses of $606,047;

(iii) $(24,133,051), or $(0.67) per share of Common Stock, assuming the sale of 50% of the shares offered (1,470,588 shares) with net proceeds in the amount of $11,345,969 after deducting estimated broker commissions of $750,000 and estimated offering expenses of $404,031; and

(iv) $(29,806,035), or $(0.84) per share of Common Stock, assuming the sale of 25% of the shares offered (735,294 shares) with net proceeds in the amount of $5,672,985 after deducting estimated broker commissions of $375,000 and estimated offering expenses of $202,015.

Purchasers of shares of Common Stock in this offering will experience immediate and substantial dilution in net tangible book value per share for financial accounting purposes, as illustrated in the following table on an approximate dollar per share basis, depending upon whether we sell 100%, 75%, 50%, or 25% of the shares being offered in this offering:

The following tables sets forth depending upon whether we sell 100%, 75%, 50%, or 25% of the shares being offered for cash in this offering, as of June 30, 2022, the number of shares of Common Stock purchased from us (assuming no issuance of Bonus Shares), the total consideration paid to us and the average price per share paid by existing stockholders and to be paid by new investors purchasing shares of Common Stock in this offering, after giving pro forma effect to the new investors in this offering at the offering price of $8.50 per share of Common Stock, together with the total consideration paid and average price per share paid by each of these groups, before deducting estimated broker commissions and estimated offering expenses.

The foregoing discussion and tables above do not give effect to the dilution that would result from (i) the issuance of Bonus Shares in connection with this Offering, (ii) 2,866,704 shares of our Common Stock issuable upon the exercise of our issued and outstanding warrants exercisable at a weighted average exercise price of $2.14 per share, and (iii) 6,460,464 shares of our Common Stock issuable upon the exercise of our issued and outstanding options under our 2007 Equity Incentive Plan at a weighted average exercise price per share of $2.00 per share.

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

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and accompanying notes that are included elsewhere in this prospectus. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors” or in other parts of this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. The last day of our fiscal year is December 31. Our fiscal quarters end on March 31, June 30, September 30, and December 31. Fiscal 2022, our current fiscal year, will end on December 31, 2022.

Overview

iRemedy was originally incorporated in the State of Florida on May 16, 2007 as The Paquin Healthcare Companies, Inc. On November 30, 2016, the Company was renamed as The iRemedy Healthcare Companies and on January 18, 2022, we reincorporated in Delaware. With 15 years in healthcare supply, iRemedy is a trusted and reliable partner for medical supplies and Personal Protective Equipment purchased in volume directly from the Company or through our managed marketplace, iRemedy.com, a managed currently offers nearly one million healthcare and medical product SKUs. Collectively, we service over 5,000 healthcare provider, commercial and government clients nationwide. We guarantee access to verified supplies by sourcing directly from established manufacturers and distributors around the world. Our industry-leading technology and group purchasing power enable transparency and competition, driving consistently low pricing for our customers every day. iRemedy is headquartered in Stuart, Florida and has offices in New York, and a 21,000 square feet distribution center in Florida.

For the years ended December 31, 2021 and 2020, we generated revenues of $86,151,192 and $14,063,684, respectively, reported net losses of $19,483,47 and $9,634,255, respectively, and positive cash flow from operating activities for the year ended December 31, 2021 of $2,448,188 and negative cash flow from operating activities for the year ended December 31, 2020 $10,426,823, respectively. For the six months ended June 30, 2022, we generated revenues of $50,227,530, reported net losses of $14,847,660, and negative cash flow from operating activities of $597,749. As noted in our condensed consolidated financial statements, as of June 30, 2022, we had an accumulated deficit of $62,340,195. There is substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and net working capital deficit as well as our dependence on private equity and financings. See “Risk Factors—We have a history of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended December 31, 2021 and 2020.”

Impact of COVID-19

The COVID-19 pandemic has had, and continues to have, a significant impact on the U.S. economy and the markets in which we operate. We have been privileged to play an important role in supporting government agencies, physicians, medical professionals, and health systems nationwide during this time. Our business has performed strongly, demonstrating the value and effectiveness of our offering to our customers. While certain of the COVID-19 pandemic-related trends underlying our positive performance may not continue after the pandemic eases, we believe that certain key underlying trends have been accelerated and will persist long after the pandemic ends.

56% of our total revenues in 2020 were generated from three customers; and 92% of our total revenues in 2021 were generated through two customers, including a prime contractor, Goldbelt Security, LLC (“Goldbelt”), to the U.S. government in support of its national COVID-19 vaccination program pursuant to a subcontractor agreement to supply needles and syringes to the U.S. government. Between November 2020 and December 2021, we sourced and delivered a total of 541 million needles and syringes to a designated warehousing facility in Chicago, Illinois in support of the national vaccination program pursuant to a completed subcontracting agreement with a prime contractor. In January of 2022, we received an award from the government, through our relationship with Goldbelt for $47 million in COVID test kits. If iRemedy is not successful at winning the new medical supply contract award from CAG, then our operating and financial results could be adversely affected as 89% of our total revenues in 2021 were generated through the previously completed medical supply contract with Goldbelt.

In the event that the COVID-19 health crisis is resolved and demand for medical supplies to treat or prevent the virus materially declines, then our operating and financial results could be adversely affected. The loss of one or more of these customers, failure to replace completed contracts with new contracts from these customers or a significant reduction in sales we make to them (in the event that the COVID-19 health crisis is resolved and demand for medical supplies to treat or prevent the virus materially declines) would likely harm our financial condition and results of operations.

The COVID-19 pandemic significantly increased the awareness of buyers of medical supply products to find multi-source solutions for their supply needs and to develop non-traditional and more modern systems for locating and acquiring supplies. While there can be no assurance that the levels of interest, demand, and use of our offerings will continue to grow at current levels, we believe government agencies, patients and medical professionals have recognized the widespread value and utility of medical supply marketplaces such that its use will remain prevalent.

For additional information, see “Risk Factors—Risks Related to Our Business—The COVID-19 pandemic and any other future pandemic, epidemic, or outbreak of an infectious disease may adversely affect our business, financial condition, and results of operations.”

Results of Operations

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

The following discussion of results of operations refers to the six months ended June 30, 2022 compared to the six months ended June 30, 2021.

Revenue

For the six months ended June 30, 2021, revenues decreased by 12%, to $50,227,530 when compared to revenues of $57,019,601 reported for the same six-month period ended June 30, 2021. The decrease was due primarily to a decrease in government contracts in the first 6-months of 2022 compared to the first 6-months of 2021.

Cost of Sales

Cost of sales increased approximately 4% to $48,929,498 from $45,387,672 for the six months ended June 30, 2022 and 2021, respectively. Gross profit on sales was $1,298,032 for the first half of 2022, which compared to gross profit on sales of $11,631,929 for the six months ended June 30, 2021. Gross profit margin declined to 2.6% for the six months ended June 30, 2022 from 20% for the six months ended June 30, 2021. This decline in gross profit margin is primarily due to an inventory write down of $1,808,412 taken during the six months ended June 30, 2022 and lower margin on the product sold during the six months ended June 30, 2022.

Operating Costs and Expenses

For the first half of 2022, total operating costs and expenses significantly increased 213% to $7,447,129 from total operating costs and expenses of $2,378,584 reported for the first half of 2021. The increase was primarily due to an increase in stock-based compensation of approximately $3,700,000 in the first 6-months of 2022 compared to the first 6-months of 2021.

Interest Income and Expense

Interest expense for the six months ended June 30, 2022 increased approximately 9% to $8,638,563 compared to $7,829,649 in interest expense recorded for the same six months in the prior period. The increase is due to an increase in the outstanding principal in supplier trade financing. For the six months ended June 30, 2022 and 2021, interest income decreased to $0 from $49,657, respectively. In the first six months of 2022, the Company also reported no charges for inducement expenses and $60,000 loss on extinguishment of debt in the first half of 2022 compared to inducement expenses of $2,066,426 and loss on extinguishment of debts totaling $1,589,204 compared to the six months ended June 30, 2021.

Net Loss

For all the aforementioned reasons, the total net loss was $14,847,660, or $0.43 loss per share, for the six-month period ended June 30, 2022, representing a 604% increase in loss of $2,108,317, or $0.07 loss per share, for the comparable six-month period ended June 30, 2021.

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

The following discussion of results of operations refers to the year ended December 31, 2021 compared to the year ended December 31, 2020.

Revenue

Revenues increased 513% to $86,151,192 for the 12 months ended December 31, 2021 compared to revenues of $14,063,684 for the year ended December 31, 2020. The notable increase was due primarily to sales of needles and syringes and other COVID-19 treatment-related medical supplies to the government to the US Government under our subcontractor agreement.

During the year ended December 31, 2021, approximately 92% of the Company’s consolidated revenues were generated from two customers. As of December 31, 2021, approximately 83% of the aggregate accounts receivable were due from these two customers. The subcontract agreement held with one of our major customers was fulfilled in October 2021. During the year ended December 31, 2020, the Company had three customers who accounted for 56% of the consolidated revenues. As of December 31, 2020, approximately 85% of the aggregate accounts receivable were due from these two customers.

Cost of Sales

Cost of sales increased 433% to $78,985,764 from $14,815,974 for the year ended December 31, 2021 and 2020, respectively. Gross profit on sales was $7,165,428 for the year ended December 31, 2021, which compared to gross loss on sales of $(752,290) for the year ended December 31, 2020. Gross profit margin also improved, rising to 8.3% from (5.3)% for the year ended December 31, 2021 and 2020, respectively. The increase in cost of sales and the associated improvement of our gross profit margin were primarily due to increase in higher margins associated with fulfilling our large volume orders from the U.S. government for needles and syringes and other COVID-19 treatment-related medical supplies during the year ended December 31, 2021.

Operating Costs and Expenses

For the year ended December 31, 2021, total operating costs and expenses increased 28.3% to $6,725,632 from total operating costs and expenses of $5,240,790 reported for the year ended December 31, 2020. The increase was due primarily to higher professional fees, general and administrative costs and research and development expenses during the year ended December 31, 2021, which was offset by a notable decline in salaries and benefits in the same period due primarily to a reduction in stock-based compensation as no employees received options in 2021..

Interest Income and Expense

Interest expense for the year ended December 31, 2021 climbed 340% to $17,371,834 compared to $3,945,407 in interest expense posted for the year ended December 31, 2020. The significant increase is due to the Company’s heavy reliance on the utilization of short-term debt financing to support its high volume procurement of needles and syringes and other medical suppliers from its factory partners in support of its Project Vaccinate program. For the year ended December 31, 2021 and 2020, interest income increased to $75,760 from $66,210, respectively. In the year ended December 31, 2021, the Company also reported inducement expenses of $2,066,426 and net loss on extinguishment of debts totaling $988,954, which compared to no charges for inducement expenses and no loss on extinguishment of debt in the year ended December 31, 2020.

Net Loss

The total net loss including a net loss of $74,538 attributable to non-controlling interest in our Variable Interest Entities (“VIE”), increased to $19,558,011, or $0.63 loss per share, for the year ended December 31, 2021 as compared to a net loss of $9,872,277, including net loss of $238,022 attributable to non-controlling interest in our VIES, or $0.34 loss per share, for the year ended December 31, 2020.

Liquidity and Capital Resources

Liquidity

We have primarily financed our operations through the sale of unregistered equity, promissory notes and other debt facilities, and warrant exercises. As of June 30, 2022, our Company had cash and accounts receivables totaling $386,741, current assets totaling $21,625,148, and total assets of $25,390,782. We had total liabilities of $56,452,283 and negative working capital of $30,050,769. Stockholders’ deficit of $31,751,217.

Sources and Uses of Cash for the Six Months Ended June 30, 2022 and 2021.

Net cash used by operating activities was $597,749 for the six months ended June 30, 2022, a decrease from the net cash provided by operating activities of $1,777,655 in the six months ended June 30, 2021. The decrease in net cash provided by our operating activities was largely attributable to an increase in net loss offset by changes in operating assets and liabilities and non-cash charges for stock-based compensation and increase in the inventory allowance.

Net cash used by investing activities was $0 for the six months ended June 30, 2022 as compared to $542,042 for the six months ended June 30, 2021 driven by capitalized software costs which did not occur during the six months ended June 30, 2002.

Net cash provided by financing activities totaled $234,845 for the six months ended June 30, 2022 as compared to net cash used in financing activities of $2,904,515 for the six months ended June 30, 2021. The net cash provided by financing activities during the six months ended June 30, 2022 were primarily associated with issuances of common stock and proceeds from loans and exercise of warrants. This was offset by repayments of notes payables and loans.

Sources and Uses of Cash for the Years Ended December 31, 2021 and 2020.

Net cash provided by operating activities was $2,448,188 for the year ended December 31, 2021, an increase from the net cash used by operating activities of $10,426,823 in the year ended December 31, 2020. The increase in net cash provided by our operating activities was largely attributable to a notable increase in amounts payable under our supplier financing agreement related to procured inventory not yet paid for in cash, offset by a decrease in contract liabilities related to advanced payments recorded in the prior year for our US Government contract.

Net cash used by investing activities was $845,535 for the year ended December 31, 2021 as compared to $650,859 for the year ended December 31, 2020 and relates to the capitalization of internally developed software costs.

Net cash used in financing activities totaled $1,497,954 for the year ended December 31, 2021 as compared to net cash provided by financing activities of $11,165,803 for the year ended December 31, 2020. The net cash used by financing activities during the year ended December 31, 2021 was primarily associated with equity financings and the exercise of warrants, in addition to repayment of notes payable and repayment of a stock repurchase obligation. In the year ended December 31, 2020, net cash provided by financing activities benefited largely from proceeds raised from notes payable to related and unrelated parties offset by repayments on other short-term loans.

Going Concern

We adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 205-40, Presentation of Financial Statements – Going Concern, which requires that management evaluate whether there are relevant conditions and events that, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern and to meet its obligations as they become due within one year after the date that the financial statements are issued.

For the years ended December 31, 2021 and 2020, we generated revenues of $86,151,192 and $14,063,684, respectively, reported net losses of $19,483,473 and $9,634,255, respectively, and cash flows from operating activities in the year ended December 31, 2021 of $2,448,188 and negative cash flow from operation activities in the year ended December 31, 2020 of $10,426,823. For the six months ended June 30, 2022, we generated revenues of $50,227,530, reported net losses of $14,847,660, and negative cash flows from operating activities of $597,749. As noted in our condensed consolidated financial statements, as of June 30, 2022, we had an accumulated deficit of $62,340,195. Based upon the foregoing, we require additional equity and/or debt financing to continue our operations. Management currently estimate that the Company will need to raise a minimum of $25 million to effectively fund its operations and support its global growth initiatives through the 12-month period following the date of this prospectus.

These conditions raise substantial doubt about our ability to continue as a going concern for at least one year from the date of this filing. As a result of the foregoing factors, together with our recurring losses from operations and negative cash flows since inception, our independent registered public accounting firm included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements for the years ended December 31, 2021 and 2020.

Availability of Additional Funds

Our capital requirements going forward will consist of financing our operations until we are able to reach a level of revenues and gross margins adequate to equal or exceed our ongoing operating expenses. Other than the borrowings from related and third parties, we do not have any credit agreement or source of liquidity immediately available to us.

Since inception our operations have primarily been funded through proceeds from existing shareholders in exchange for equity and debt. In fact, between January 1, 2019 and December 31, 2021, we received an aggregate of $20,414,466 associated with the issuances of Common Stock, promissory notes, convertible note payable and warrants to existing shareholders, related parties and lending institutions. Although we believe that we have access to capital resources, there are no commitments in place for new financing as of the filing date of this prospectus and there can be no assurance that we will be able to obtain funds on commercially acceptable terms, if at all. We expect to have ongoing needs for working capital in order to (a) fund operations; plus (b) research and development. To that end, we may be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund its liabilities, or (d) seek protection from creditors.

In addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

If we are able to raise additional capital, we do not know what the terms of any such capital raising would be. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties.

Our audited consolidated financial statements included elsewhere in this prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate our continuation as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term capital lease obligations, operating lease obligations or long-term liabilities, except as follows:

Operating lease obligations

In, 2021, the Company executed a triple net lease for approximately 21,000 square feet of warehouse space in Stuart, Florida. The lease commenced on July 1, 2021, for a period of five years and two months through August 31, 2026 with one five year renewal option. Rent for the months of July and August 2021 was reduced to half a month’s rent of $8,568. Full rent commenced on September 1, 2021, at an annual rate of $205,627 plus operating expenses and sales tax. Annual rate will increase by 3% on September 1^st of each year. The lease required a $100,000 deposit upon execution.

On August 11, 2021, the Company executed a lease for office space in Stuart, Florida. The lease commenced September 1, 2021 for forty-nine months ended September 30, 2025 with a year renewal option. Rent began October 1, 2021 at an annual rate of $44,960 plus operating expenses and sales tax with annual increases of 3% occurring on October 1 of each lease year. The lease required a $8,312 security deposit upon execution.

Supplier Financing Agreement

Because a certain percentage of purchase orders of the Company’s manufacturer are required to be paid upfront, the Company utilizes a financing company, TradeRiver USA, Inc. (“TR”), to pay supplier invoices in connection with its subcontractor agreement to supply needles and syringes to a Prime Contractor of the United States Government. The contract with TR charges a minimum rate of interest of 4.8% for thirty days. Invoices not paid by the Company within thirty days continue to accrue interest at a daily rate of 0.16%.

As of June 30, 2022 and December 31, 2021, the Company owed the financing company $40,914,022 and $34,683,492, respectively, which is included in accounts payable and accrued expenses on the unaudited condensed consolidated balance sheets. During the six months ended June 30, 2022 and 2021, the Company incurred approximately $6,729,000 and $5,174,000 of interest expense associated with this financing arrangement which has been included in interest expense on the consolidated statements of operations.

Convertible Notes – Non-Related Parties

Convertible Note – BuyMed Acquisition

On July 18, 2020, the Company and Mark Suzumoto and Sonia Suzumoto, a minority stockholder cancelled a July 2019 convertible note with an original principal amount of $1,200,000, interest rate of 13%, convertible into shares of common stock at a conversion rate of $1.50, and all accrued interest of $156,000 due July 2020 (the “Original Convertible Note”), by executing a new convertible secured promissory note in the amount of $1,356,000 with a maturity date of November 15, 2020 with all terms of the Original Convertible Note remaining unchanged. Mark Suzumoto and Sonia Suzumoto received 66,666 shares of common stock for executing the new convertible secured promissory note with an estimated fair value of $83,334, based on recent common stock sales, which has been reflected in interest expense during the year ended December 31, 2021.

On November 15, 2020, the convertible note of $1,356,000 and accrued interest of $58,760 were cancelled and a new convertible secured promissory note was issued to Mark Suzumoto and Sonia Suzumoto in the amount of $1,414,760 with a maturity of February 15, 2021 (collectively referred to as the “Convertible Notes”).

On February 18, 2021, the Company and Mark Suzumoto and Sonia Suzumoto, the lender of the Convertible Notes executed a forbearance agreement. Under the terms of the forbearance agreement, Mark Suzumoto and Sonia Suzumoto agreed to forbear from enforcing its rights due to the default if the Company agreed to pay $1,509,265, including $94,505 of accrued interest added to principal, at the forbearance termination date of May 15, 2021, and issue 49,315 shares of common stock with an estimated value of $147,945, based on recent sales of common stock. iRemedy Healthcare, Inc. guaranteed the payment of the payoff amount and provided a security interest in its assets. The value of the shares of common stock has been reflected as loss on extinguishment of debt on the consolidated statements of operations for the year ended December 31, 2021 in accordance with ASC 470-50-40 Debt Modification and Extinguishments.

On May 15, 2021, Mark Suzumoto and Sonia Suzumoto converted $460,972 of principal and accrued interest into 921,944 shares of common stock at a reduced conversion rate of $0.50. Further, Mark Suzumoto and Sonia Suzumoto exercised a portion of an existing warrant with an exercise price of $1.50 reduced to $0.75 by the Company as an additional incentive (“sweetener”) to induce the exercise of the warrant resulting in the issuance of 333,333 shares of common stock at an exercise price of $249,750 which was applied to the outstanding principal and accrued interest due on the Convertible Notes.

Since the Convertible Notes were converted into shares of common stock at a conversion rate that was lower than the original conversion rate of $1.50, the Company accounted for this transaction as an induced conversion pursuant to ASC 470-20-40-16 – Accounting for Induced Conversions. On May 15, 2021, in accordance with ASC 470-20-40-16, the Company recognized an inducement expense of $1,843,888 which equals the fair value of the 921,944 shares of common stock issued to lender in excess of the fair value of the securities issuable of 307,515 under the original conversion terms based on an estimated fair value of the underlying common stock of $3 using recent sales of common stock. Further, $222,538 of inducement expense was recognized for the incremental value that resulted from the reduction of the warrant exercise price given to the lender as an additional sweetener to induce the exercise of the warrant. During the period ended December 31, 2021, inducement expense of $2,066,426 was recognized in connection with this transaction as presented on the statements of operations.

The incremental value was determined utilizing a Black-Scholes pricing model on May 15, 2021 and the following assumptions:

Simultaneous with the conversion, a new convertible secured promissory note was executed for the remaining principal amount of $798,543 with a maturity date of August 15, 2021. All other terms remained unchanged including the conversion feature of $1.50. Mark Suzumoto and Sonia Suzumoto received 33,973 shares of common stock for executing this new convertible secured promissory note valued at $101,919 based on recent stock sales. The value of the shares of common stock has been reflected as loss on extinguishment of debt on the consolidated statements of operations for the year ended December 31, 2021 in accordance with ASC 470-50-40 Debt Modification and Extinguishments.

On July 12, 2021, Mark Suzumoto and Sonia Suzumoto converted the remaining $798,543 of principal and accrued interest of $17,885 into 544,285 shares of common stock at the stated conversion rate of $1.50. The Company incurred fees of $81,643 in connection with this conversion which have been presented in loss on extinguishment of debt on the consolidated statements of operations.

The Original Convertible Note required the Company to issue 200,000 shares of common stock to Mark Suzumoto and Sonia Suzumoto with an estimated value of $300,000 based on recent sales of common stock which resulted in the Company recognizing a discount on the debt of $240,000 which was amortized over the life of the Original Convertible Note.

As of June 30, 2022 and December 31, 2021, the outstanding principal due on this convertible note payable was $0, respectively.

Promissory Notes – Related Parties

Promissory Note with Director

In May 2012, the Company issued a 6% promissory note to Kelly McCarthy, a director of the Company in the principal amount of $238,000, due in May 2015. As of June 30, 2022 and as of December 31, 2021, the principal amount and accrued interest outstanding under the note are $278,418 and $271,848, respectively. The note is currently in default.

Promissory Note with CTO

In September 2020, the Company issued a promissory note to Jim Harding, its Chief Technology Officer (“CTO”), in the amount of $4,000,000 and 1.9% interest rate per week or 98.8% annually due on December 31, 2020. The note was exchanged for a new note on June 1, 2021 in the amount of $4,888,000, which includes the principal and accrued interest that remained at that time due. The new note bore interest at 12% with a maturity date of October 15, 2021.

On September 27, 2022, the Company and its Chief Technology Officer executed an Amended and Restated Promissory Note (“A&R Note”) which restated the terms of the original $4,000,000 promissory note executed in September 2020 in its entirety that matured in October 2021. Under the A&R Note, the maturity date is the earlier of December 31, 2022 or a change in control. The interest rate was reduced to 4% per annum since inception of the original promissory note.

In addition, the CTO will receive $1,000,000 of cash consideration as a performance bonus for executing the restructured note terms and for services provided to the Company as CTO. The performance bonus is payable on the earlier of the Company collecting 25% of net profit from a contract with the government or December 31, 2023. Further, the CTO was granted 1,000,000 shares of restricted common stock with the following vesting: 1) December 31, 2025, as long as CTO is still employed with the Company or 2) upon a change in control.

Our CTO also received a common stock warrant to purchase 400,000 shares of common stock with an exercise price of $2.50 exercisable for two years for executing the original promissory note in September 2020. The estimated fair value of this option using a Black-Scholes pricing model was determined to be $53,286 which was recorded as a debt discount and amortized into interest expense over the original four-month term of the note.

In exchange for executing the new promissory note on June 1, 2021, Jim Harding, our CTO received a common stock warrant to purchase an additional 400,000 shares of common stock with an exercise price of $2.50 exercisable for two years. The estimated fair value of this option using a Black-Scholes pricing model was determined to be $454,340 which has been recorded as loss on extinguishment of debt. The assumptions used in determining the warrant’s estimated fair value are as follows: underlying common stock $3.00, exercise price $2.50, term 2 years, volatility 44% and discount rate of 0.08%.

As of June 30, 2022 and as of December 31, 2021, the principal amount and accrued interest outstanding under the note is $4,131,113 and $4,186,439, respectively

2020 Promissory Note with CEO and Majority Stockholder

In October 2020, the Company issued a promissory note in the amount of $1,900,000 to Anthony Paquin, its Chief Executive Officer and majority stockholder, with an annual interest rate of 15% due at the earlier of: (a) October 8, 2021, (b) a change of control as defined in the promissory note, or (c) a call by the holder. Borrowings are secured by accounts receivable due the Company in connection with a subcontractor agreement. As of December 31, 2021 and December 31, 2020, the principal amount outstanding under the note were $1,900,000 and $1,900,000, respectively. In October 2021, Mr. Paquin executed an agreement to extend the maturity of the promissory note to April 2022 and agreed to further extend to August 23, 2023 for no consideration.

Promissory Note with CEO’s Brother

In October 2020, the Company issued a promissory note in the amount of $1,100,000 to Gary Paquin, its major stockholder and brother of the Company’s CEO with an annual interest rate of 15% due at the earlier of: (a) October 8, 2021, (b) a change of control as defined in the promissory note, or (c) a call by the holder. Borrowings are secured by accounts receivable due the Company in connection with a subcontractor agreement. As of June 30, 2022 and as of December 31, 2021, the principal amount and accrued interest outstanding under the note are $1,388,765 and $1,306,250, respectively. In October 2021, Gary Paquin, executed an agreement to extend the maturity of the promissory note to April 2022 and agreed to further extend to August 23, 2023 for no consideration.

2021 Promissory Note with CEO and Majority Stockholder

In April 2021, the Company issued a promissory note in the amount of $1,000,000 to Anthony Paquin, its Chief Executive Officer and majority stockholder with an annual interest rate of 18% due at the earlier of (a) October 29, 2021, (b) a change of control as defined in the promissory note or (c) a call by the holder. Borrowings are secured by accounts receivable due the Company in connection with a subcontractor agreement. In October 2021, Mr. Paquin executed an agreement to extend the maturity of the promissory note to April 2022 and agreed to further extend to August 23, 2023 for no consideration.

Promissory Notes – Non-Related Parties

Florida New Markets Development Program

In May 2015, in connection with the Company’s financing arrangement through the Florida New Markets Development Program, the Company issued two notes payable in the aggregate amount of $7,936,919 to VAF SUB-CDE XII, LLC(the “FMDP Lenders”). The notes require quarterly interest payments at an annual rate of 1.1791% through maturity in 2045. The Company incurred debt issuance costs of $435,693 at issuance which is being amortized into interest expense through maturity.

In connection with the note receivable and the two notes payable issued in connection with the Florida New Markets Development Program, the seven-year compliance term ended in October 2021. In connection therewith, the FMDP Lenders provided the Company with a $1,000 option to purchase their 100% interests held in the entities that were formed for the sole purpose of holding the note receivable and notes payable. Upon the Company exercising its option to purchase the interests held by the unrelated third parties, the Company became the holder of the note receivable and notes payable. During the year ended December 31, 2021, the Company recognized a net gain of $957,893 which is included in net gain on extinguishment of note receivable and note payable on the statements of operations.

During the six month period ended June 30, 2022 and year ended December 31, 2021, amortization of the discount was $0 and $10,892, respectively, which is included in interest expense. As of June 30, 2022 and December 31, 2021, unamortized discount was $0 and the outstanding principal was $0.

December 2019 Promissory Note

In December 2019, the Company entered into a promissory note with Team Mason, LLC in the amount of $100,000 (the “December 2019 Note”) and annual interest of 12%, with an original maturity date of December 2020. As of June 30, 2022 and December 31, 2021, the principal amount and accrued interest outstanding under the notes are $100,000 and $100,000, respectively. The December 2019 Note required the Company to issue Team Mason, LLC 20,000 shares of common stock with an estimated value of $40,000 based on recent sales of common stock. In January 2021, as consideration for executing an amendment to extend the maturity date to December 10, 2021, Team Mason, LLC received 20,000 shares of common stock with a value of $60,000, based on recent stock sales, which was recorded as loss on extinguishment of debt on the consolidated statements of operation. In December 2021, Team Mason, LLC agreed to extend the maturity date to March 31, 2022. As consideration for executing an amendment to extend the maturity date to March 2022, Team Mason, LLC received 20,000 shares of common stock with a value of $60,000, based on recent stock sales. In March 2022, Team Mason, LLC agreed to extend the maturity date to December 31, 2022. As consideration for extending the note to December 2022, Team Mason, LLC received 20,000 shares of common stock with a value of $60,000, based on recent stock sales.

December 2019 and September 2020 Promissory Notes with Minority Stockholder

In December 2019 and September 2020, the Company issued promissory notes in the amount of $400,000 and $568,873, respectively, to Bag O’Deals, LLC, a minority stockholder with an annual interest rate of 12% and maturity date of December 2020. In January 2021, the two notes were exchanged for a new promissory note in the amount of $968,873 (the “Exchange Note”), 12% interest rate, weekly payments of $25,000 and maturity of April 16, 2021.

On April 22, 2021, a second exchange agreement was executed for the principal and accrued interest remaining on the Exchange Note totaling $618,873 (the “2^nd Exchange Note”). All terms remained unchanged to the Exchange Note except the maturity was extended to July 31, 2021.

On August 1, 2021, Bag O’Deals, LLC executed an exchange agreement with the Company which resulted in the issuance of a new promissory note for the principal and accrued interest remaining due on the 2^nd Exchange Note of $243,873 (the “3^rd Exchange Note”). The 3^rd Exchange Note bears interest at 12% and is due with weekly payments of $25,000 commencing on August 6, 2021 through the earlier of October 1, 2021 or a change in control. The lender received 22,000 shares of common stock at par value as consideration for executing the 3^rd Exchange Note.

As consideration for executing the Exchange Notes, the lender received a total of 147,000 shares of common stock during the year ended December 31, 2021 with a value of $441,000, based on recent sales of common stock, which has been reflected as a loss on extinguishment of debt on the accompanying consolidated statements of operations in accordance with ASC 470-50-40 Debt Modification and Extinguishments.

The outstanding principal balance of $968,873 and accrued interest of $54,362 were paid on October 1, 2021.

March 2020 Line of Credit with Minority Stockholder

In March 2020, the Company executed a $2,000,000 line of credit agreement with Wynston Hill Ventures, LLC, a minority stockholder and received $1,100,000 in proceeds with an original maturity date in September 2020, which was extended several times through October 15, 2021. Anthony Paquin, the Company’s CEO and principal stockholder, personally guaranteed the loan. The Company agreed to provide a guaranteed rate of interest of $700,000 as consideration for extending the credit line. As of December 31, 2021 and December 31, 2020, the outstanding principal was $578,500 and $1,100,000, respectively.

In October 2021, the Company executed a second forbearance agreement (“2^nd Forbearance”) with Wynston Hill Ventures, LLC. Under the terms of the 2nd Forbearance, Wynston Hill Ventures, LLC agreed to forbear from enforcing its rights due to the default until January 17, 2022, and the Company agreed to pay the lender the $1,100,000 of principal and $700,000 of guaranteed interest remaining due on the forbearance termination date of January 17, 2022. As consideration for entering the 2^nd Forbearance, the Company paid lender a fee of $110,000. Upon execution of the 2^nd Forbearance, the Company paid the lender $25,000 towards the guaranteed interest due on the line of credit. Further, the Company agreed to remit five bi-weekly payments of $60,000 commencing on November 8, 2021 through the forbearance termination date. On December 22, 2021, the Company received a notice of default from the lender of the of the line of credit agreement due the Company not paying the bi-weekly payment required by the 2^nd Forbearance. The lender holds priority security interest in all accounts receivable related to the sale of personal protective equipment. As of December 31, 2021 and through the date of the notice of default, the Company held no such receivables. Therefore, the primary recourse of the lender was to demand immediate payment of all amounts due on the line of credit of $1,800,000.

On February 1, 2022, an amendment was executed to the 2nd Forbearance extending the termination date of the 2nd Forbearance from January 17, 2022 to May 31, 2022 (the “2nd Forbearance Amendment”). As consideration for executing, the 2nd Forbearance Amendment the guaranteed profit interest was increased from $700,000 to $1,200,000 of which $150,000 will be paid in the form of 50,000 shares of common stock.

On July 21, 2022, the Company and Wynston Hill Ventures, LLC, the lender of the Line of Credit Agreement, entered a settlement agreement for the principal and guaranteed interest outstanding which amounted to $1,358,400. On August 26, 2022, in accordance with the settlement agreement, the Company paid $223,300 to Wynston Hill Ventures, LL and issued 350,000 shares of common stock to Wynston Hill Ventures, LLC with an estimated value of $6 per share based on recent sales of common stock.

Paycheck Protection Program

In April 2020, the Company received a Paycheck Protection Program Loan (“PPP”) with Regions Bank in the amount of $350,000 with a 1% interest rate, due in April 2022. Fixed monthly payments of principal and interest in the amount of $19,601 were required beginning November 2020 and due in full in April 2022. The PPP was enacted on March 27, 2020 as part of the Coronavirus Aid Relief and Economic Security Act which provides loans for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable if the loan proceeds are used for eligible purposes, including payroll, benefits, rent and utilities, and the Company maintains payroll levels. In August 2021, the Company received notification that the PPP Loan has been forgiven. The principle and accrued interest of $353,647 has been reflected as a gain on forgiveness of debt on the statement of operations.

 Economic Injury Disaster Loan

In August 2020, the Company was issued an Economic Injury Disaster Loan in the amount of $84,500, annual interest rate of 3.75%, to be repaid with fixed payments of principal and interest of $413 beginning August 2021 with a maturity date in August 2050.

Call Agreement

In 2016, the Company entered into a note conversion and put/call agreement (“Call Agreement”) with Big Baru, LLC. Big Baru, LLC converted $587,332 of a promissory note payable into 900,000 shares of common stock. In accordance with the Call Agreement, the Company is required to call and purchase 100,000 shares at $.75 per share or $75,000 each quarter commencing with March 1, 2019 and ending September 1, 2020 for an aggregate number of shares to be repurchased of 700,000 for $525,000 (“Required Call”). In addition, the Company had the right, but not the obligation, to repurchase the shares at any time prior to September 1, 2020 in minimum tranches of 100,000 shares (“Optional Call”). Big Baru, LLC had the option to accept or reject the call. If Big Baru, LLC rejected, the next Required Call would become null and void. Since rejecting the Option Call was outside of the control of the Company, the Company determined the Required Call embodied an obligation of the Company to repurchase common stock shares by transferring assets. Therefore, in accordance with Accounting Standards Codification 480 Distinguishing Liabilities from Equity the Company recorded the present value of the Required Call obligation of $328,730 using a discount rate of 10% on the date the Call Agreement was executed. The total discount of $196,270 was amortized into interest expense over the term of the Required Call through September 1, 2020. During the year ended December 31, 2021 and 2020, amortization expense associated with the discount was $0 and $25,011, respectively, which has been included in interest expense on the statements of operations. As of December 31, 2021 and December 31, 2020, the discount remaining was zero.

In 2020, one of the Required Call payments was made resulting in the repurchase of 100,000 shares of common stock at $75,000. In December 2020, the last two Required Call payments were extended to May 31, 2021. The lender received 50,000 shares of common stock for executing the extension with a fair value of $75,000 based on recent common stocks sales, which has been reflected as interest expense on the consolidated statements of operations.

In July 2021, the last two Required Call payments were made resulting in the repurchase of 200,000 shares of common stock for $150,000.

As of December 31, 2021, the Required Call was settled in full. As of December 31, 2020, the present value of the Required Call was $150,000 which was reflected as stock repurchase obligation on the consolidated balance sheets.

Critical Accounting Policies and Estimates

Basis of Presentation and Consolidation

The accompanying consolidated financial statements were prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“US GAAP”) and include the accounts of The iRemedy Healthcare Companies, Inc. and its wholly owned subsidiaries, iRemedy Healthcare, Inc. (“iRemedy”), and Buy Med, Inc., (“BMI”) and any entities determined to be variable interest entities (“VIEs”) in which iRemedy or any of its consolidated subsidiaries are determined to be the primary beneficiary. The PPE LLCs have been consolidated with iRemedy as they have been determined to meet the definition of a VIE and iRemedy has been deemed the primary beneficiary (see below). iRemedy Healthcare Companies, Inc. is also the majority member of PPE, LLC 3, PPE, LLC 4, and PPE, LLC 5. The entities included in this consolidated financial statement are collectively referred to as the “Company”. All intercompany transactions have been eliminated in consolidation.

Variable Interest Entities

In accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 810-10-25-22 – Variable Interest Entity (“VIE”), a VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. The Company reassesses its initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events.

A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents, has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE.

Due to the membership interests held by iRemedy in the PPE LLCs, iRemedy determined whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for iRemedy or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the business activities of iRemedy and the other interests. iRemedy reassesses its determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include the fair value of equity-based compensation, equity-linked financial instruments, inventory obsolescence, useful life of intangible assets, right-of-use assets and liabilities and utilization of deferred tax assets.

Cash and Cash Equivalents

Cash includes cash deposited in major financial institutions, which at times may exceed Federal Deposit Insurance Corporation insurance limits. We consider currency on hand, demand deposits and all highly liquid investments with an original or remaining maturity of three months or less to be cash and cash equivalents. The Company held no cash equivalents as of December 31, 2021 and 2020. As of December 31, 2021 and 2020, the Company had $561,048 and $456,349 in cash, respectively.

Revenue Recognition

The Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the performance obligations are satisfied.

The Company’s revenues consist of the distribution of the following: i) medical supplies distributed through iRemedy’s ecommerce platform iRemedySupply.com, ii) medical equipment, products and supplies to surgical centers through BMI, iii) distribution of PPE primarily through PPE, LLC and PPE, 2 LLC, and iv) distribution of needles and syringes under a subcontractor agreement executed by iRemedy effective August 31, 2020 with a prime contractor of the United States Government.

The Company’s performance obligations for all medical products distributed above are satisfied at the point in time when products are delivered to the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts have a single performance obligation (delivery of product). The Company primarily receives fixed consideration for sales of product.

Accounts Receivable

Accounts receivable are stated at their estimated net realizable value. The Company reviews its accounts to estimate losses resulting from the inability of its customers to make required payments. Any required allowance is based on specific analysis of past due accounts and also considers historical trends of write-offs. Past due status is based on how recently payments have been received from customers. As of December 31, 2021 and 2020, management estimated an allowance for doubtful accounts of $20,443

Property and Equipment

Property and equipment are stated at cost, and depreciation is provided by use of straight-line methods over the estimated useful lives ranging from five to seven years. Expenses incurred for routine repairs and maintenance are expensed in the period incurred.

Internally Developed Software, Net

The Company capitalizes certain costs to develop software for internal use or use by customers through service contracts. Costs incurred during the development stage are capitalized until the software is ready for use, at which time amortization of the capitalized costs begin on a straight-line basis over the estimated useful life of five years. Costs incurred prior to the development stage are expensed as incurred. The costs of developing routine enhancements are expensed as research and development costs as the enhancements do not add functionality to the product.

Goodwill and Intangible Assets

The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying identifiable net assets of acquired businesses. Intangible assets from acquired businesses are recognized at fair value on the acquisition date and consist of acquired tradenames and customer relationships which are amortized on a straight-line basis over a period of expected cash flows used to measure fair value of five years.

The Company’s goodwill balance was approximately $1,165,000 at December 31, 2021 and 2020, and relates to a business acquired in 2019. An impairment test of goodwill is completed at least annually or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may be impaired. Such events or changes in circumstances may include a significant deterioration in overall economic conditions, changes in the business climate of the industry, the operating performance indicators and competition.

If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an amount equal to that excess. Based on the annual impairment test, there was no impairment of the Company’s goodwill during the years ended December 31, 2021 and 2020.

Long-Lived Assets

The Company recognizes impairment losses on long-lived assets and intangible assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less then the assets’ carrying values. Management has reviewed the Company’s long-lived assets and determined there were no indicators of impairment during the years ended December 31, 2021 and 2020.

Equity-Based Compensation

Compensation expense for all stock-based employee and director compensation awards granted is based on the grant date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. Vesting terms vary based on the individual grant terms. For stock options, the Company estimates the fair value using a closed option valuation (Black-Scholes) model. The estimated fair value is then expensed over the requisite service period of the award which is generally the vesting period and the related amount is recognized in the accompanying consolidated statements of operations within general and administrative expenses. The Company recognizes forfeitures at the time they occur.

The Black-Scholes option-pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future.

Fair Value of Financial Instruments

The carrying value of the Company’s accounts payable and other current liabilities approximate fair value due to their short-term nature. The carrying value of the Company’s convertible debt and notes payable approximates fair value because the terms are consistent with prevailing market rates.

Inventory

The Company’s inventory consists of finished goods. Inventory is valued at the lower of cost or realizable value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow-moving inventory is made based on management analysis of inventory levels and future sales forecasts. Management has determined that an allowance for obsolete or slow-moving inventory was necessary as of December 31, 2021 and 2020 in the amount of $7,730,000 and $1,665,836, respectively. As of December 31, 2021, the allowance is for both personal protective equipment (“PPE”) and conventional needles and syringes in which the Company has excess quantity or is selling below cost in order to deplete its inventory. As of December 31, 2020, this allowance was primarily for personal protective equipment.

Leases

Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheets. The Company leases an office space and office equipment used to conduct our business. On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. We allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. We have elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less.

Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations.

Income Taxes

The Company uses the asset and liability method in accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on difference between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

Advertising Expense

Advertising costs are expensed in the period incurred and totaled $692,563 and $638,011 during the years ended December 31, 2021 and 2020, respectively.

Shipping Costs

Shipping costs, which totaled $589,682 and $720,393, during the years ended December 31, 2021 and 2020, respectively, are included in cost of sales on the consolidated statements of operations. Shipping costs charged to customers are recorded as revenues.

Earnings Per Share

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, options and convertible instruments.

Potentially Dilutive Securities

The Company has excluded all common equivalent shares outstanding for warrants, options and a convertible note payable to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of December 31, 2021, the Company had 3,362,099 warrants and 4,275,000 options to purchase common stock. As of December 31, 2020, the Company had 3,732,099 warrants and 4,325,000 options to purchase shares of common stock and 942,667 potential shares if the convertible note payable was converted into shares of common stock.

Uncertainty

The outbreak of the COVID-19 coronavirus has and, while improving, continues impacting worldwide economic activity. COVID-19 poses the risk that the Company or its employees, suppliers, manufacturers and other partners may be prevented from conducting business activities for an indefinite period of time, including due to the spread of the disease or shutdowns that may be requested or mandated by governmental authorities. While it is not possible at this time to estimate the full impact that COVID-19 could have on our business, the continued spread of COVID-19 could disrupt our supply chain and the manufacture or shipment of products, and other related activities, which could have a material adverse effect on our business, financial condition and results of operations. While we have not yet experienced any material disruptions in our business or other negative consequences relating to COVID-19, the extent to which the COVID-19 pandemic impacts the results will depend on future developments that are highly uncertain and cannot be predicted.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which provides guidance on how an entity should measure credit losses on financial instruments. The ASU is effective for smaller reporting Company’s for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not expect this ASU to have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles and clarifying a handful of narrow issues within the broad topic of income tax accounting. The amendments in ASU 2019-12 are effective for years beginning after December 15, 2020. The Company does not expect this ASU to have a material impact on its consolidated financial statements.

On August 5, 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, after adopting ASU 2020-06, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (2) a convertible debt instrument was issued at a substantial premium.

The amendments are effective for public business entities, which are not smaller reporting companies, in fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

Other recent accounting pronouncements issued by FASB did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Jumpstart Our Business Startups Act of 2012

We are an emerging growth company, as defined in the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act for the adoption of certain accounting standards until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Quantitative and Qualitative Disclosure About Market Risk

Trade Policy Risk

 Substantially all of the Company’s products are manufactured outside the United States. Most products imported into the United States is subject to duty and restrictive quotas on the amount of products that can be imported from certain countries into the United States each year. Because of the duty rates and quotas, changes in U.S. trade policy as reflected in various legislation, trade preference programs and trade agreements have the potential to materially impact the Company’s sourcing strategy and the competitiveness of its contract manufacturers. The Company manages this risk by continually monitoring U.S. trade policy, analyzing the impact of changes in such policy and adjusting its manufacturing and sourcing strategy accordingly.

Foreign Currency Risk

The Company receives United States dollars for all of its product sales. Substantially all inventory purchases from our contract manufacturer and suppliers are also denominated in United States dollars; however, purchase prices for the Company’s products may be impacted by fluctuations in the exchange rate between the United States dollar and the local currencies of the contract manufacturer, which may have the effect of increasing the Company’s cost of goods in the future. The Company does not engage in hedging activities with respect to such exchange rate risk.

Credit Risk

Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. Risks surrounding counterparty performance and credit could ultimately impact the amount and timing of expected cash flows. Certain financial instruments potentially subject the Company to a concentration of credit risk. These financial instruments consist primarily of cash and cash equivalents and accounts and vendor receivables. We place our cash with high-credit, quality financial institutions. The balances in these accounts exceed the amounts insured by the Federal Deposit Insurance Corporation.

Impact of Inflation

We do not believe that inflation has had a material effect on our business, results of operations or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, financial condition, and results of operations.

BUSINESS

Company Overview

iRemedy is a healthcare technology company dedicated to disrupting and positively transforming the U.S. healthcare industry through creation and support of an open, fair and fully transparent online managed marketplace for the sale and purchase of medical and healthcare supplies to government agencies, care providers and consumers.

Our commitment to this mission has never and will never waver. Consequently, we are earning global distinction as a trusted and reliable partner through the provision of guaranteed access to verified, Federal Drug Administration (“FDA”)-approved supplies by sourcing directly from established manufacturers and distributors around the world. Through our key partnerships, industry knowledge and artificial intelligence (“AI”)-enabled technological advancements our team has engineered, iRemedy is succeeding in bypassing supply chain bottlenecks to offer the widest selection of high quality products, driving consistently low pricing and procurement efficiencies for our customers every day.

For generations, the perpetual rising costs of medical supplies has remained one of the biggest challenges and sources of frustration in the U.S. healthcare economy. After payroll, medical supplies are the second highest expense for hospitals, surgery centers and providers; and remain on track to become the number one expense in the next two to five years. This issue has been due largely to intentional veiling of actual product costs and industry monopolization by a handful of major distributors and group purchasing organizations (“GPOs”) – all of whom have benefited measurably – whether by direct intention or because of the fact “that’s just the way it has always been done.” Therefore, historically, there has been little incentive to embrace cutting-edge technologies capable of giving rise to an equitable environment, much less one that is more efficient overall. Then, the pandemic hit.

The global COVID-19 pandemic has stressed the U.S. healthcare and life science supply chains to the breaking point. Dramatic increase in usage (and swings in usage) of critical products such as personal protective equipment (“PPE”), test kits, ventilators and needles and syringes required for vaccine delivery, coupled with regional challenges with manufacturing and logistics networks, have left healthcare providers and political leaders in untenable positions when managing vital supply demands and related costs. This has garnered more focused attention on the glaring weaknesses of healthcare supply chains than ever before; spotlighting outdated, inefficient supply procurement processes that have bred mistrust, product pricing manipulation and ineffectual management of vital supply inventories for decades. As a result, the pandemic’s disruptive force is spurring transformational change in U.S. healthcare that can no longer be ignored or resisted.

A longstanding, vocal proponent of industry transformation, iRemedy has earned a global reputation as a trusted end-to-end solutions provider, optimizing opportunities to profoundly change for the better how medical supplies are procured, marketed and sold on a global basis.

Principle Products and Services

Ecommerce has been the focal point of technology discussions in the overall business world for many years – though it has been viewed by most as strictly just another sales avenue. What they have failed to understand is that the ubiquitous influence of technology today has caused ecommerce to morph into digital commerce – which refers to much more than a transaction. Rather, at its core, it has become a fundamental way of doing business.

iRemedy has engineered a universal online medical supply chain management platform that has been designed and aligned with healthcare to leverage the operational efficiencies and conveniences of digital commerce to automate secure, compliant requisition, ordering, purchasing, distribution, delivery and reduction of cost of healthcare products to care providers and their patients. Moreover, it provides manufacturers and suppliers of medical devices, pharmaceuticals and supplies with the means to reach and market their offerings directly to the national healthcare market in the most efficient way possible. More to the point, iRemedy helps healthcare to evolve supply chain activities from functional silos to fully integrated, demand-driven ecosystems that link business processes with clinical processes.

As a result, iRemedy is enjoying rapid market adoption by professional users of all size, scope and type; and by consumers seeking to take advantage of online shopping and direct-to-door delivery conveniences that only ecommerce can offer. With nearly $10 million invested in the development of our proprietary iRemedy technology platform and its support infrastructure, to date, the Company has been aggressively scaling our operations and leveraging leading-edge AI technology to meet the demonstrated market demands it was created to meet.

Disruptive AI-Enabled Technology

Through novel application of advanced AI and machine learning, iRemedy’s Chief Technology Officer and renowned global technology disruptor, Jim Harding, has been directly involved in developing game-changing technology that we believe rivals the profound impact that both Google PageRank and Amazon’s application programming interface (“API”)-based marketplace have had on the way people use the Internet to search and purchase products and services.

Mr. Harding is broadly recognized as a market disruptor across multiple industries with technology achievements stretching back to the development and sale to Microsoft of DOS, the first operating system for personal computers. He developed Revelation, the first database to run on location-area networks, and personally advised Bill Gates on Microsoft’s future database road map. As Vice President of Technology and Business Development at Amazon from 2000 through 2004, Mr. Harding led the teams that built the Merchants and Marketplace reseller platforms and holds patents on reseller metrics and customer loyalty.

Rather than relying on ‘popularity-driven’ systems that prioritize content based on measuring and tracking user activity, such as Google PageRank; or prioritizing content based on crowdsourced product recommendations, such as Amazon; Mr. Harding has invented the model for ‘datifying,’ interpreting and accurately extracting information from nearly 25 million ecommerce websites, thereby eliminating the need to use API interfaces or logistical business coordination to retrieve published data on the web. Simply put, Mr. Harding has discovered the means to change the Internet into a single, massive database.

iRemedy’s first application of what Mr. Harding has coined the “Datafi Process” stems from our exclusive licensing of this patent pending technology to produce what we believe is the world’s first comprehensive Universal Health and Medical Product Catalog (“UHMPC”). Our licensing arrangement provides for iRemedy’s use of the technology in perpetuity for any and all applications, known or unknown, within the global healthcare ecommerce supply industry. In consideration of supporting Mr. Harding’s development efforts of this technology – both financially and operationally, Mr. Harding has granted iRemedy this exclusive licensing arrangement in perpetuity at no additional cost; meaning no licensing or royalty payments will be payable to Mr. Harding by iRemedy at any time now or in the future.

Once fully deployed, iRemedy’s proprietary UHMPC will essentially provide complete and accurate descriptive product information and comparative pricing on virtually every health and medical product marketed by any manufacturer, supplier and/or distributor on the planet. The UHMPC will only be available through iRemedy’s managed ecommerce marketplace, found at www.iremedy.com. The UHMPC platform leverages AI and machine learning capabilities to maintain product pricing and availability data, process orders from clients and suppliers, and track and report all supply chain details. With over 700,000 products now available for purchase through the iRemedy marketplace, that number is expected to reach over 1 million products by the end of 2022 and continue to scale from there on an accelerated basis.

B2B and B2C Ecommerce

iRemedy’s easy-to-use, comprehensive ecommerce solution was created to gather supply orders; manage fulfillment; and efficiently connect with all supply chain stakeholders: vendors, manufacturers, medical sales reps, care providers, hospitals, payors and patients.

Our ecommerce marketplace, found at www.iremedy.com, is fully deployed and in use by thousands of physicians and consumers. The marketplace is a user-friendly front-end, optimized for healthcare and business supply ordering, a back-end comprehensive order management system for shipping and tracking orders, and full integration with our call center for convenient customer support.

Commercially launched in 2018, iRemedy’s ecommerce-driven, online marketplace is dedicated to bringing affordable, high quality disposable medical supplies, medical devices, surgical equipment, health monitoring devices, pharmaceuticals and retail healthcare products to physicians and dentists, institutional care organizations, surgery centers, skilled nursing facilities and home health consumers and businesses – where and when they need it. In addition, medical professionals who become iRemedy Pro users – for no fee – are entitled to an immediate 2% discount on all orders made through the site which will be reflected in their shopping cart at checkout. They may also enroll in our program to order free drug samples or wholesale drug supplies through the marketplace.

The superb user-friendliness of our site is emphasized by easy site navigation, simple checkout, live chat customer support and access to “Shopper Approved” customer ratings and reviews. We have an overall star rating of 4.7 on Shopper Approved based on nearly 13,472 verified reviews submitted by our customers, to date.

In addition, iRemedy offers free shipping on all orders; and because we are committed to 100% customer satisfaction, iRemedy has a 60-day, no-questions-asked return policy. Once an order is processed, customers are immediately emailed an order confirmation detailing their purchase and providing direct links to their online account so that they may check the status of their order at any time.

iRemedy’s digital product recommendation engine enables care providers to securely automate the recommendation and sale of health and wellness products for their patients. Patients are simply emailed or texted direct links to iRemedy.com for each product recommended by their physician, which they in turn can immediately purchase and have delivered directly to their front doors. These products may include doctor-recommended telemedicine applications, vitamins and other dietary supplements, wearable health monitoring devices, over-the counter drugs and wound care products, electronic weight scales, durable medical equipment (“DME”) products, suggested books and other reading materials, and much more.

Our Legacy Retail Healthcare Consulting Business

When originally founded in 2005, iRemedy Healthcare (known then as Paquin Healthcare) provided consulting services to hundreds of hospitals and health systems across the U.S. By leveraging our team’s professional expertise and guidance on creating and implementing innovative “Direct to Consumer” Retail Healthcare strategies and technologies, these clients are now benefiting from new ecommerce-driven business solutions. Our client list has included such notables as United Healthcare, Hospital Corporation of America, Morrison Management Specialists, Vanguard Health Systems, Wake Forest Baptist Medical Center and Mayo Clinic, among other titans in the U.S. healthcare industry.

Building on the trust and fidelity we earned from our clients over our first several years in operation and capitalizing on the consistent requests from our clients for assistance in implementing iRemedy’s retail healthcare recommendations, our Company has since evolved into a fully integrated healthcare technology company, helping to bring the business of healthcare into the 21st Century through the delivery of innovative, advanced technology-enabled supply chain management solutions offered on our proprietary iRemedy platform.

Expansion Initiatives

iRemedy is intent on building an enduring performance-driven company and global healthcare brand whose founding premise is deeply rooted in next-level thinking and technology-enabled industry disruption. As a team, we share an enduring belief that our success is being built, amplified and driven by technological innovation, financial and operational excellence and collective accountability.

While at our core, we own and operate one of the industry’s most robust online managed marketplaces for medical and healthcare products, it is important to note that we will not constrain iRemedy’s long-term brand vision and business development strategies to strictly ecommerce. Rather, by maintaining focus on customer motivation – such as meeting the needs and demands fueled by the prevailing pandemic care delivery environment – we are able to leverage our knowledge, supply chain relationships and industry expertise to meet mission critical needs, interests and values on a much broader scale. It is in this respect that iRemedy has continued to expand our business offerings beyond conventional B2B and B2C ecommerce solutions to address high volume procurement demands for essential medical supplies from large government agencies and major healthcare organizations.

Public-Private Medical Supply Partnerships

In mid-2020, iRemedy teamed with international logistics experts at Emirates Specialized Trading Agencies (“ESTA”) to provide inspection and quality control checks for lifesaving PPE we procured from fully vetted Chinese factories on behalf of the Arizona Hospital and Healthcare Association. Procuring and coordinating delivery of millions of KN95 and surgical masks and gloves, iRemedy worked in close partnership with the Arizona PPE Initiative, a private-sector philanthropic effort designed to provide urgently needed PPE to healthcare professionals, first responders and tribal communities throughout the state during the early months of the pandemic.

Project Vaccinate

In late 2020, iRemedy announced that in anticipation of COVID-19 vaccines becoming authorized for emergency use by the FDA, we procured full factory capacity for production of over one billion, FDA-approved hypodermic needles and syringes required for administration of vaccinations to the public on a global basis. In association with the Trump Administration’s Operation Warp Speed and in partnership with Goldbelt Security, LLC (“Goldbelt”), a prime contractor to the U.S. government, and other key transportation and logistics organizations, iRemedy procured factory production of and began shipping needles and syringes to the U.S. government in November 2020. Between November 2020 and July 2022, we sourced and delivered a total of 541 million needles and syringes to a designated warehousing facility in Chicago, Illinois in support of the national vaccination program.

At the end of February 2021, responsibilities of Operation Warp Speed were transferred into the White House COVID-19 Response Team, which has since renamed the vaccination initiative under President Biden’s administration as the “Countermeasures Acceleration Group,” or “CAG.” In anticipation of new medical supply contract awards expected to be forthcoming in the coming months, iRemedy has been working in close collaboration with its partners at Goldbelt to endeavor to be among the contract winners.

In view of iRemedy’s success and consistent reliability in delivering 541,000,000 needles and syringes on or ahead of schedule to the U.S. government in association with the original subcontracting relationship with Goldbelt, we believe that Goldbelt and iRemedy remain fully aligned and committed to perpetuating the relationship between our companies to win anticipated and other potential new – not yet known – contract awards from the U.S. federal government. Moreover, in view of the rise of new variants of COVID-19, including Delta and Omicron, it is iRemedy’s belief that there will be ongoing demand from the government and other healthcare agencies for medical supplies to support vaccinations and booster shots well into the foreseeable future. Notwithstanding, if iRemedy is not successful at winning the new medical supply contract award from CAG, then our operating and financial results could be adversely affected as 89% of our total revenues in 2021 were generated through the previously completed medical supply contract with Goldbelt.

Given iRemedy’s success with large volume sourcing and procurement of health and medical products for the U.S. federal government, the Company has been approached by other ministries of health and large healthcare organizations around the world to explore working with us. While we are working to advance these discussions in earnest, and have fulfilled purchase orders, ranging in size from a few thousand dollars to $500,000 received from foreign buyers in countries which include El Salvador, and with organizations which include the Pan American Healthcare Organization, actual future order fulfillment is uncertain at this time and discussions may not result in any additional or new purchase orders.

Operation G-Commerce

By marrying our proven expertise in B2B ecommerce with the experience and deep knowledge we’ve gained over the past year contending with the complexities of high-volume procurement of medical supplies for governmental bodies and major healthcare organizations, iRemedy has commenced development of a bulk purchasing-enabled medical products ecommerce platform. Historically, several factors have contributed to the inability for purchasers to directly procure large volume orders for medical supplies from international manufacturers, including:

Internally branded “G-Commerce,” the specialty marketplace we are creating will provide the means for any organization to directly purchase a pallet, semi-truckload, or boatload of medical products from qualified, offshore manufacturers of FDA-approved supplies through an online ecommerce site that tightly integrates all required components of true international ecommerce, including providing payment processing/letters of credit, import/export compliance, comprehensive logistics management, insurance, product authentication and manufacturer and buyer qualification and certification.

Growth Through Acquisition

In mid-2019, iRemedy acquired in a combined cash/stock transaction 100% ownership of BuyMed, a west coast-based medical supply company serving a large network of ambulatory surgery centers (“ASC”) throughout the state of California. In addition to a strong new revenue channel concentrated in the ASC sector, BuyMed provided our Company with direct access to and formidable negotiating power with several major suppliers and distributors, including Johnson & Johnson, DePuy Synthes, Stryker and Cardinal Health, as well as hundreds of smaller, respected industry vendors. In addition, BuyMed has helped to strengthen iRemedy’s overall value proposition to key industry stakeholders and provide us with the foundation on which to build a robust ASC supply business.

iRemedy intends to continue taking big, transformative steps to solidify our industry leadership position while embarking on end-to-end digital transformation of the global healthcare industry. Therefore, growth through acquisition is expected to play an increasingly important role in our development and future growth, allowing us to increase our market penetration, address infrastructure gaps and drive brand awareness and appreciation. Our management team believes that there are many small medical supply distributors with revenues less than $10,000,000 each in the U.S. Many of these distributors are looking for an “exit” and are prime acquisition targets for the iRemedy platform.

Industry Background and Challenges

U.S. healthcare expenditures were estimated at approximately $4.0 trillion in 2020, and are expected to grow to $6.2 trillion by 2028, according to the Center for Medicare & Medicaid Services. While healthcare is one of the largest sectors of the U.S. economy, it has been slow to benefit from many of the technology-based improvements that have transformed other industries, presenting medical supply chain stakeholders with a number of challenges which have been further exasperated by a global pandemic.

Application of Advanced Technology in Healthcare Supply Chain

According to an article published in Healthcare Purchasing News (“HPN”), “If anything, the 2020 pandemic inflicted three wounds on the healthcare supply chain: stockouts, followed by shortages due to unexpected demand surges and grim realization that the industry may not be prepared to handle the next big – and potentially worse – pandemic.” Continuing, HPN reports, “A recent study found that nearly 50 percent of businesses say it will take a year or more before supply chains return to pre-pandemic levels and that higher costs will continue even as supply ramps up… At minimum, experts agree that Supply Chain must master four areas to emerge from 2020’s challenges a more responsive and visionary profession. There are, in random order, supply chain visibility; real-time data accessibility, analysis and transparency; and supply network mapping and effective demand management.”⁷

^{7 Source: https://www.hpnonline.com/sourcing-logistics/article/21154675/supply-chain-endgame-no-holds-bare} 

Huron, a healthcare management consultancy, seemingly agrees with HPN⁸. “While supply shortages are serious, the underlying concern is that healthcare organizations’ supply chains are not prepared for the future of healthcare. Organizations are operating off old models that are not agile, innovative or advanced enough to compete in a world driven by data and technology… The absence of supply chain in strategic conversations puts functional leaders in a position of playing catch-up instead of strategizing how they will evolve their systems and people alongside other initiatives. Especially when decisions involve growth and expansion, it is imperative that supply chain leaders understand the new delivery models that will allow them to scale operations while achieving continuous improvement.”

Considering the sheer size of the healthcare supply market – Precedence Research is forecasting that the global medical disposables market, alone, will reach $844 billion by 2027 – the opportunity for iRemedy to leverage its game-changing DataFi-based technology and resulting Universal Health and Medical Product Catalog (“UHMPC”) to impact how all medical and healthcare supplies are purchased in the future can and should not be underestimated.⁹

Healthcare Supply Meets Ecommerce

As healthcare spending balloons and consumes a growing portion of the nation’s GDP, providers and payers look to aggressively cut costs. Industry middlemen that can inflate the pricing of healthcare products and services are particularly vulnerable, as consultancy PricewaterhouseCoopers highlighted in its 2017 year-end report. Intermediaries will have to reassert their value by increasing price transparency to avoid extinction, the report said.¹⁰

 For generations, big suppliers’ business models have been anchored by sales representatives that offer high-touch, personalized service, but also add cost. Consequently, more transactions are shifting to ecommerce sites as medical professionals dismiss the outmoded sales rep model in favor of online marketplaces. The rise of ecommerce is affecting all industries including the healthcare business. In fact, the healthcare industry is prepared to spend an estimated $32 billion on ecommerce and web services technology annually, says investment bank Goldman Sachs. That’s five times more than the $6 billion online retailers spend annually on all forms of ecommerce and services.¹¹

In June 2020, Mirakl, a French platform solutions provider for the ecommerce industry, blogged about the rise of healthcare marketplaces, noting, “It is easy to attribute the proliferation of marketplaces for healthcare procurement to COVID-19, and there’s no denying that the pandemic has played a starring role. But what we’re seeing is an acceleration event. COVID-19 is speeding up an evolution that was already emerging at the onset of this crisis. The proliferation of online marketplaces for procurement may start with protective equipment, but it won’t end there. Marketplaces offer a vast number of benefits that will remain long after the pandemic is over. As procurement organizations realize the convenience, efficiency and savings that marketplaces can offer, they’ll be looking for much more than masks and gloves. They’ll be looking for platforms that make everyday procurement faster and easier.”¹²

Limited Customer Base

56% of our total revenues in 2020 were generated from three customers; and 92% of our total revenues for the year ended December 31, 2021 were generated through two customers, including a prime contractor to the U.S. government in support of its national COVID-19 vaccination program pursuant to a subcontractor agreement to supply needles and syringes to the U.S. government. If iRemedy is not successful at winning the new medical supply contract award from CAG, then our operating and financial results could be adversely affected as 89% of our total revenues in 2021 were generated through the previously completed medical supply contract with Goldbelt.

⁸ Source: https://www.huronconsultinggroup.com

⁹ Source: https://www.globenewswire.com/news-release/2020/09/29/2100737/0/en/Medical-Disposables-Market-Size-will-Impact-US-844-Bn-by-2027.html

¹⁰ Source: https://www.pwc.com/us/en/industries/health-industries/top-health-industry-issues/endangered-middleman.html

¹¹ Source: https://www.digitalcommerce360.com/2017/09/20/how-digital-healthcare-opens-new-business-vistas-for-retailers/

¹² Source: https://blog.mirakl.com/2020-brings-new-era-of-healthcare-procurement

The loss of one or more of these customers, failure to replace completed contracts with new contracts from these customers or a significant reduction in sales we make to them (in the event that the COVID-19 health crisis is resolved and demand for medical supplies to treat or prevent the virus materially declines) would likely harm our financial condition and results of operations.

Our Market Opportunity

We believe that our market opportunity is substantial and growing. We estimate the current total addressable market of the healthcare supplies market to be approximately $500 billion in the United States alone. Through our technological innovations matched by our experience in procuring and fulfilling high volume orders for medical supplies by government agencies in the U.S. and abroad, we believe we are uniquely positioned to provide significant value to our customers and positively transform the prevailing medical supply chain eco-system.

Our Strengths

Our business exhibits a number of key strengths which we believe position us to drive sustained growth.

Our People, Values and Culture

In our pursuit of professional and personal excellence, we believe that the keys to success and to sustaining industry leadership are vision, innovation, creativity, extraordinary customer experience, enduring brand loyalty and employee engagement. Helping to govern and guide our day-to-day decision making processes and long term growth strategies are our core values:

Technology

Innovation is our heritage – the foundation on which the iRemedy brand and culture is built. However, it is also a key enabler of our future success. With the aim of being the industry’s most sophisticated user of medical data and technology in our industry, it is imperative that we maintain focus on bringing to bear technological innovations and process automation that can simplify supply chain challenges that have long served to confound global healthcare providers and unnecessarily drive healthcare delivery costs up – particularly for those providers on the front line of care in our country. Faced with cutting costs and a responsibility to ensure high quality supplies are available to providers, forward-thinking healthcare organizations, like iRemedy, must look to technological innovation to solve complex problems unique to medical supply chain optimization.

Intellectual Property

We will seek to commercialize certain technologies related to our healthcare and medical supply ecommerce business, including certain technology subject to patent applications. We expect to rely on a combination of patent, trademark, copyright and trade secret laws, as well as confidentiality agreements and procedures, non-competition agreements and other contractual provisions to protect our intellectual property, other proprietary rights and our brand.

Manufacturing

iRemedy does not manufacture any of the products we market, sell and distribute, but instead we use outside suppliers and contract manufacturers. We select only suppliers that have a substantial track record of working with FDA regulated products and maintaining good manufacturing practices that comply with FDA requirements. Each potential supplier with which we elect to partner is subject to extensive due diligence by our staff to ensure they satisfy our stringent requirements.

Marketing

Our brand-building and marketing efforts are critical for stimulating industry interest and recognition of our Company and the products and services we offer. Generally speaking, we actively promote our brand, products and services through engagement of various forms of direct marketing, including email, direct mail, in person selling, online advertisements, social media promotional campaigns and web advertisements and special promotional events featured on our own websites.

Government Regulations

E-Commerce Regulation

U.S. and foreign laws relating to ecommerce or Internet communications are becoming more prevalent. These laws have recently been enacted and there is uncertainty in the Internet community regarding their impact on the marketplace. Any new legislation or regulation regarding the Internet, or the application of existing laws and regulations to the Internet, could materially adversely affect iRemedy. If iRemedy were alleged to violate federal, state or foreign civil or criminal laws, even if these claims could be successfully defended, our business could be materially adversely affected.

Given that laws and government regulations are complex, vary widely from state to state, and are frequently changed, iRemedy’s products and services may not be legal or practical in all jurisdictions. For example, iRemedy may not be able to ensure that its products and services keep pace with these frequently changing regulations and could be subject to liability. Such liability may place our activities under increased regulation, increase our cost of doing business and thereby decrease the demand for our products and services or otherwise have a material adverse effect on iRemedy’s business, its results of operations and its financial condition.

Privacy Regulations

We collect, receive, store, process, generate, use, transfer, disclose, make accessible, and protect (collectively, Process, or Processing) sensitive, confidential and proprietary information (collectively, Sensitive Information) in connection with providing our services.

There are numerous domestic and foreign laws, regulations, self-regulatory schemes, and standards regarding privacy, data protection and information security and Processing (Data Protection Laws), the number and scope of which is changing, subject to differing applications and interpretations, and which may be inconsistent among jurisdictions or in conflict with each other. The regulatory framework for privacy, data protection and information security issues worldwide is evolving and is likely to remain in flux for the foreseeable future. Various governmental and consumer agencies have also called for new regulations and changes in industry practices. Practices regarding privacy, data protection, and information security have recently come under increased public and regulatory scrutiny. The actual or perceived failure to address or comply with applicable Data Protection Laws by us or our customers, partners, or vendors could increase our compliance and operational costs, expose us to regulatory scrutiny, actions, fines, and penalties, result in reputational harm, lead to a loss of customers, reduce the use of our services, result in litigation and liability, have a material adverse effect on our business operations or financial results, or otherwise result in other material harm to our business.

We are a “Business Associate” as defined under the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their implementing regulations, which we collectively refer to as HIPAA, and the U.S. Department of Health and Human Services Office of Civil Rights, or OCR, may impose significant penalties on a Business Associate for a failure to comply with an applicable requirement of HIPAA.

Penalties will vary significantly depending on factors such as the date of the violation, whether the Business Associate knew or should have known of the failure to comply, or whether the Business Associate’s failure to comply was due to willful neglect. Currently, these penalties include civil monetary penalties for violations. A single breach incident can result in violations of multiple requirements, resulting in possible penalties in excess of pre-set annual limits. Further, a person who knowingly obtains or discloses individually identifiable health information in violation of HIPAA may face a criminal monetary penalty and imprisonment up to one year. The criminal penalties increase if the wrongful conduct involves false pretenses, and further increase if the wrongful conduct involves the intent to sell, transfer, or use identifiable health information for commercial advantage, personal gain, or malicious harm. The U.S. Department of Justice, or the DOJ, is responsible for criminal prosecutions under HIPAA. State attorneys general also have the right to prosecute HIPAA violations committed against residents of their states. While HIPAA does not create a private right of action that would allow individuals to sue in civil court for HIPAA violations, its standards have been used as the basis for the duty of care in state civil suits, such as those for negligence or recklessness in misusing individuals’ health information. Furthermore, in the event of a breach as defined by HIPAA, the Business Associate may have to comply with specific reporting requirements under HIPAA regulations.

The security measures that we and our third-party vendors and subcontractors have in place in an effort to ensure compliance with privacy and data protection laws may not protect our facilities and systems from security breaches, acts of vandalism or theft, computer viruses, misplaced or lost data, programming and human errors or other similar events. Under the HITECH Act, as a Business Associate, we may also be liable for privacy and security breaches and failures of our subcontractors. Even though we provide for appropriate protections through our agreements with our subcontractors, we still have limited control over their actions and practices. A breach of privacy or security of individually identifiable health information by a subcontractor may result in an enforcement action, including criminal and civil liability, against us. We are not able to predict the extent of the impact such incidents may have on our business. Our failure to comply may result in criminal and civil liability because the potential for enforcement action against Business Associates is now greater. Enforcement actions against us could be costly and could interrupt regular operations, which may adversely affect our business. While we have not received any notices of violation of the applicable privacy and data protection laws and believe we are in compliance with such laws, there can be no assurance that we will not receive such notices in the future. There is ongoing concern from privacy advocates, regulators, and others regarding data privacy and security issues, and the number of jurisdictions with data privacy and security laws has been increasing. Also, there are ongoing public policy discussions regarding whether the standards for deidentification, anonymization, or pseudonymization of health information are sufficient, and the risk of re-identification sufficiently small, to adequately protect patient privacy.

Applicable Data Protection Laws may also include state medical privacy laws, including those related to mental health and substance use treatment, and the provision of healthcare services, as well as federal and state consumer protection laws. These laws may not be preempted by HIPAA, may be more protective than HIPAA, and may be subject to varying interpretations by the courts and government agencies, creating complex compliance issues for us and our customers and partners and potentially exposing us to additional expense, adverse publicity and liability, any of which could adversely affect our business. Federal and state consumer protection laws are increasingly being applied by the U.S. Federal Trade Commission, or FTC, and states’ attorneys general to regulate the Processing of personal or personally identifiable information, through websites or otherwise, and to regulate the presentation of website content. The FTC in particular has approved consent decrees resolving complaints and their resulting investigations into the privacy and security practices of a number of online social media companies. These reviews can and have resulted in changes to our solutions and policies, and could result in additional changes in the future. If we are unable to comply with any such reviews or decrees that result in recommendations or binding changes, or if the recommended changes result in degradation of our solutions, our business could be harmed.

In addition, U.S. states have begun to introduce more comprehensive Data Protection Laws. For example, the California Consumer Privacy Act, or CCPA, went into effect in January 2020 and established a new privacy framework for covered businesses such as ours that expands the scope of personal information and provides new privacy rights for California residents. These changes required us to modify our data processing practices and policies and incur compliance related costs and expenses. The CCPA also provides for civil penalties for violations, as well as a private right of action for data breaches, which may increase the likelihood and cost of data breach litigation. Additionally, on November 3, 2020, a new privacy law, the California Privacy Rights Act, or CPRA, was approved by California voters. The CPRA significantly modifies the CCPA by, among other things, creating a dedicated privacy regulatory agency, requiring businesses to implement data minimization and data integrity principles, and imposing additional requirements for contracts addressing the processing of personal information. Moreover, the CPRA calls for additional regulations to be implemented before the law becomes fully operative on January 1, 2023. These changes may result in further uncertainty with respect to privacy, data protection and information security issues and will require us to incur additional costs and expenses in an effort to comply. The enactment of the CCPA has prompted similar legislative developments in other states, which could create the potential for a patchwork of overlapping but different state laws. The federal government is also considering comprehensive privacy legislation.

We also expect that there will continue to be new or amended Data Protection Laws proposed and enacted in various jurisdictions. For example, in May 2018, the General Data Protection Regulation, or GDPR, went into effect in the European Union, or EU. The GDPR imposes more stringent data protection requirements and requires businesses subject to it to give more detailed disclosures about how they collect, use, and share personal information; contractually commit to data protection measures in contracts; maintain adequate data security measures; notify regulators and affected individuals of certain data breaches; obtain consent to collect sensitive personal information such as health information; meet extensive privacy governance and documentation requirements; and honor individuals’ data protection rights, including their rights to access, correct, and delete their personal information. The GDPR also imposes strict rules on the transfer of personal information to countries outside of the European Economic Area, or EEA, including the United States. A recent judicial decision from the EU and recent announcements from European regulators regarding transfers of personal information outside of the EEA have increased the legal risks and liabilities, and compliance and operational costs, of lawfully making such transfers. Companies that violate the GDPR can face private litigation, restrictions, or prohibitions on data processing, and fines of up to the greater of 20 million Euros or 4% of worldwide annual revenue. If our business continues to expand in Europe, complying with the GDPR would entail significant costs and increase our liability risks.

New or amended Data Protection Laws, and changes in the interpretation of existing Data Protection Laws and our Data Protection Obligations (defined below), could impair our, or our customers’, our partners’, or our vendors’ ability to Process personal information, which could have a material adverse effect on our business, financial condition, and results of operations.

We are or may be subject to the terms of our internal and external policies, representations, publications, frameworks, self-regulatory standards, and industry certification commitments (collectively, Privacy Policies), and contractual obligations to third parties related to privacy, data protection and information security (collectively, Data Protection Obligations), including the Payment Card Industry Data Security Standards (PCI-DSS), the rules imposed by credit card brands (e.g., VISA and Mastercard), and Security Organization Control 2 certification commitments. We strive to comply with applicable Data Protection Laws, Privacy Policies, and Data Protection Obligations, but we may at times fail to do so or may be perceived to have failed to do so, in which case we may be subject to and suffer a material harm to our business. For example, in the event we fail to comply with the PCI-DSS, we could be in breach of our obligations under customer and other contracts. Moreover, despite our efforts, we may not be successful in achieving compliance if our personnel, customers, partners, or vendors do not comply with applicable Data Protection Laws, Privacy Policies, and Data Protection Obligations. We may be subject to and suffer material harm to our business if our Privacy Policies are, in whole or part, found to be inaccurate, incomplete, deceptive, unfair, or misrepresentative of our actual practices. In addition, any such failure or perceived failure could result in public statements against us by consumer advocacy groups or others, which may cause us material reputational harm.

In view of applicable Data Protection Laws, Privacy Policies and Data Protection Obligations imposing complex and burdensome obligations, and with substantial uncertainty in their interpretation and compliance, we have faced and may face challenges in addressing and complying with them, and fundamentally changing our business activities, Privacy Policies, and practices, and may expend significant resources in an effort to do so, any of which could result in material harm to business, financial condition, results of operations, or other harm.

Further, our customers may expect us to comply with more stringent privacy, data protection, and information security requirements than those imposed by applicable Data Protection Laws, and we may be obligated contractually to comply with additional or different standards relating to our handling or protection of data on or by our offerings. For example, our mobile application is distributed through third-party platforms such as those operated by Apple and Google. These third parties may impose technical and privacy, data protection, and information security requirements on companies that distribute applications through their platforms. These requirements are subject to change and may adversely impact our ability to Process personal information. Complying with these requirements may cause us to incur additional expense, and the failure to comply with these requirements may cause us to lose access to the app store and users, and our business would be harmed.

Debt Obligations

For a detailed description of debt obligations of the Company, please see (i) “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Contractual Obligations — Supplier Financing Agreement,” (ii) “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Contractual Obligations — Convertible Notes – Non-Related Parties,” (iii) “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Contractual Obligations — Promissory Notes – Related Parties,” (iv) “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Contractual Obligations — Promissory Notes – Non-Related Parties,” and (v) “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Contractual Obligations — Call Agreement,” on pages 57, 58, 59, 60, and 63 of this Offering Circular, respectively.

Warrants

Warrant Exercises

During the six months ended June 30, 2022, the Company issued 66,666 shares of common stock in connection with the exercise of a warrant resulting in gross proceeds of $54,999.

During the year ended December 31, 2021, the Company issued 171,667 shares of common stock in connection with the exercise of a warrant resulting in gross proceeds of $257,500.

During the year ended December 31, 2021, the Company issued 1,255,277 shares of common stock in connection with the exercise of a warrant and conversion of $710,722 in principal in an induced conversion.

Warrant Issued

During the six months ended June 30, 2022, the Company issued warrants to acquire 750,000 shares of common stock at exercise prices ranging of $4.00 per share which expire two years after issuance date.

During the years ended December 31, 2021 and December 31, 2020, the Company issued warrants to acquire 610,000 and 731,666, respectively, shares of common stock at exercise prices ranging from $1.50 - $3.00 per share which expire 2-3 years after issuance date.

In 2020, 316,666 warrants were issued as fees for capital raises, 400,000 warrants were issued in connection with a promissory note executed with a related party (see Note 12), and 15,000 warrants were issued for services.

In 2021, 210,000 warrants were issued for consulting services. Per the terms of one of the consulting agreements, the consultant received 25,000 warrants upon execution of the agreement and 5,000 warrants per month over the nine month service period beginning in March 2021. During the year ended December 31, 2021, this service provider received an aggregate total of 55,000 common stock warrants with an exercise price of $3 which expire three years from the grant date. Additionally, 50,000 total warrants were issued to purchase common stock at $3 per share to two separate service providers which expire three years from the grant date. The other 400,000 warrants issued during the year ended December 31, 2021 were issued in connection with the execution of a promissory note with a related party in the amount of $4,288,000.

Common Stock Sales

During the six months ended June 30, 2022, the Company issued 117,500 shares of common stock at a sales price per share ranging from $3.00 to $6.00 resulting in gross proceeds of $390,000. During the year ended December 31, 2021, the Company issued 500,615 shares of common stock, including 2,700 issued as stock issuance costs, at a sales price per share of $3.00 resulting in gross proceeds of $1,493,745. The Company paid $28,700 of issuance costs resulting in net proceeds of $1,465,045.

During the year ended December 31, 2020, the Company issued 506,666 shares of common stock, at a sales price per share ranging from $1.00 - $3.00 resulting in gross proceeds of $840,000. The Company incurred $40,445 of stock issuance costs for net proceeds of $799,555.

Lease Agreements

On June 11, 2021, the Company executed a triple net lease for approximately 21,000 square feet of warehouse space in Stuart, Florida. The lease commenced on July 1, 2021, for a period of five years and two months through August 31, 2026 with one five year renewal option. Rent for the months of July and August 2021 was reduced to half a month’s rent of $8,568. Full rent commenced on September 1, 2021, at an annual rate of $205,627 plus operating expenses and sales tax. Annual rate will increase by 3% on September 1^st of each year. The lease required a $100,000 deposit upon execution.

On August 11, 2021, the Company executed a lease for office space in Stuart, Florida. The lease commenced September 1, 2021 for forty-nine months ended September 30, 2025 with a year renewal option. Rent began October 1, 2021 at an annual rate of $44,960 plus operating expenses and sales tax with annual increases of 3% occurring on October 1 of each lease year. The lease required a $8,312 security deposit upon execution.

Recent Developments

Line of Credit Agreement

On February 1, 2022, an amendment was executed to the 2^nd forbearance as to the Line of Credit Agreement with Wynston Hill Ventures, LLC extending the termination date of the 2^nd forbearance from January 17, 2022 to May 31, 2022 (the “2^nd Forbearance Amendment”). As consideration for executing, the 2^nd Forbearance Amendment the guaranteed profit interest was increased from $700,000 to $1,200,000 of which $150,000 will be paid in the form of 50,000 shares of common stock.

On July 21, 2022, the Company and Wynston Hill Ventures, LLC of the Line of Credit Agreement entered a settlement agreement for the principal and guaranteed interest outstanding which amounted to $1,358,400. In accordance with the settlement agreement, the Company agreed to pay $223,300 on or before August 31, 2022 and issue 350,000 shares of common stock with an estimated value of $6 per share based on recent sales of common stock.

Amendments to Notes Payable Related Parties and Notes Payable

Subsequent to June 30, 2022 through the date of this offering circular, the Company entered in to several amendments extending the maturity dates of various notes payable related parties and notes payable. For a detailed description of these extensions of the debt obligations of the Company, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Contractual Obligations —Promissory Notes – Related Parties” and see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Contractual Obligations —Promissory Notes – Non-Related Parties.”

Test Kit Contract

On January 6, 2022, the Company executed another contract (the “Test Kit Contract”) with the same prime contractor, Goldbelt Security, LLC, that the Company delivered needles and syringes before. Under the Test Kit Contract, the Company agreed to deliver 8,000,000 Covid-19 over the counter antigen test kits in 14 days. The contract was fulfilled and the Company received approximately $3.2 million in gross profit.

Common Stock Sales

Subsequent to December 31, 2021 through the date of this offering circular, the Company sold 117,500 shares of common stock at a price per share ranging from $3.00 to $6.00 and received proceeds of $390,000.

During the six months ended June 30, 2022, the Company issued 117,500 shares of common stock at a sales price per share ranging from $1.50 - $3.00 resulting in gross proceeds of $390,000.

During the six months ended June 30, 2022, the Company issued 40,000 shares of common stock for services with an estimated fair value of $120,000 based on a $3.00 price per share.

Subsequent to June 30, 2022, the Company sold 83,333 shares of common stock at a price per of $6.00 and received proceeds totaling $500,000.

Warrant Exercises

Subsequent to December 31, 2021 through the date of this offering circular, certain warrant holders exercised their warrants with exercises prices ranging from $1.50 - $2.00 resulting in the issuance of 186,666 shares of common stock and cash proceeds of approximately $355,000. Subsequent to December 31, 2021 through the date of this offering circular, 458,729 warrants were forfeited with exercise prices range from $0.50 to $3.00.

During the six months ended June 30, 2022, the Company issued 36,666 shares of common stock in connection with the exercise of a warrant resulting in gross proceeds of $54,999.

Subsequent to June 30, 2022, the Company granted 750,000 common stock warrants with an exercise price of $4.00 and expiration date of August 2024. Certain warrant holders exercised their warrants with an exercise price of $2.00 resulting in the issuance of 150,000 shares of common stock and cash proceeds of approximately $300,000.

Stock Options

During the six months ended June 30, 2022 the Company granted options to purchase 2,525,464 shares of common stock to employees and consultants at an exercise price of $3.00 per share with immediate vesting and a ten-year exercise period. The Company did not grant any warrants to purchase common stock during the six months ended June 30, 2022.

Subsequent to June 30, 2022, the Company granted nonemployees 25,500 options to purchase common stock at an exercise price of $3 with immediate vesting and a ten-year exercise period.

Redeemable Stock

On February 1, 2022, the holder of the redeemable stock exercised their Put Option (available every six months) which requires the Company to purchase 200,000 shares of common stock at $1.35 per share or $270,000.

Legal Proceedings

We are not currently a party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business. Any of these claims could subject us to costly litigation, and, while we generally believe that we have adequate insurance to cover many different types of liabilities, our insurance carriers may deny coverage, may be inadequately capitalized to pay on valid claims, or our policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material effect on our operations, cash flows, and financial position. Additionally, any such claims, whether or not successful, could damage our reputation and business.

Employees

As of June 30, 2022, we had 30 full-time employees and no part-time employees. All of our employees are compensated through iRemedy Healthcare, Inc., our wholly-owned subsidiary. None of our employees are represented by a union, and we consider our relations with our employees to be good.

Our Facilities

We lease office space located at 7118 South Kanner Highway, Stuart, Florida 34997 – approximately four miles from our warehousing facility, where our executive team and accounting staff are currently based. On August 11, 2021, the Company executed the lease for this office space, which commenced September 1, 2021 for 49 months ended September 30, 2025 with a year renewal option. Rent began October 1, 2021 at an annual rate of $44,960 plus operating expenses and sales tax with annual increases of 3% occurring on October 1 of each lease year. The lease required a $8,312 security deposit upon execution.

Our principal warehousing facility is located at 5700 SE Grouper Avenue, Stuart, Florida, 34997. This facility provides iRemedy with approximately 21,000 square feet of space for maintaining on-site inventory of certain healthcare and medical products in support of our core customers, being physician practices, ambulatory surgery centers, hospitals and consumers. On June 11, 2021, the Company executed a triple net lease for the warehouse space in Stuart, Florida. The lease commenced on July 1, 2021, for a period of five years and two months through August 31, 2026 with one five year renewal option. Rent for the months of July and August 2021 was reduced to half a month’s rent of $8,568. Full rent commenced on September 1, 2021, at an annual rate of $205,627 plus operating expenses and sales tax. Annual rate will increase by 3% on September 1^st of each year. The lease required a $100,000 deposit upon execution.

In association with our Project Vaccinate program, we also utilize warehousing facilities through our supply chain partners located in Shanghai, China; Stuart and Miami, Florida; Chicago, Illinois; and Houston, Texas. We incur expense for those warehouse facilities based on the volume of product and transactions processed through these facilities.

We believe that our facilities are suitable to meet our current needs. We intend to expand our facilities or add new facilities as we grow, and we believe that suitable additional or alternative space will be available as needed to accommodate any such growth.

MANAGEMENT

Executive Officers and Directors

The following table provides information regarding our executive officers and directors as of November 4, 2022:

Biographical information concerning the directors and executive officers listed above is set forth below.

Executive Officers

Anthony (“Tony”) Paquin, Co-Founder, Chairman, President and Chief Executive Officer – Mr. Paquin is the co-founded of iRemedy and has served as our Chairman of the Board, President and Chief Executive Officer since May 2007. A serial entrepreneur, industry pioneer and healthcare consultant, Mr. Paquin has been in leadership positions his entire life. Over the past three decades, he has founded and led numerous public and private companies and organizations and is a recognized expert in a broad range of markets, not the least of which is Retail Healthcare, an industry he is credited for pioneering. In his industry disruptive book, The Retail Healthcare Revolution, Mr. Paquin contended that U.S. healthcare institutions must embrace fresh, new business models that incorporate retail products and services -- particularly in light of increasing financial pressures caused by sweeping national healthcare reform – if they are to survive and prosper. In 2007, Mr. Paquin and his brother (Gary Paquin) co-founded The Paquin Healthcare Companies, Inc. to inspire and educate the U.S. healthcare industry on precisely how to benefit from new, innovative and profitable possibilities for engaging patients through enterprising retail strategies and technologies. In 2016, The Paquin Healthcare Companies, Inc. was renamed The iRemedy Healthcare Companies, Inc.

Early in his career, Mr. Paquin was the President and CEO of Sun Mailing Company, a direct mail company he found to serve small- and mid-sized business in the Detroit metropolitan market. In the mid-1980s, he led the creation of the Arizona Software & Industry Association, which later merged with the Arizona High Tech Industry Cluster in 2002 to become the Arizona Technology Council (“ATC”). Today, the ATC is recognized as the driving force behind the state of Arizona becoming one of the fastest growing technology hubs in the nation.

In 1991, Mr. Paquin co-founded Agency One, an advanced technology company focused on providing proprietary software solutions to underserved independent insurance agencies nationwide. Agency One grew to become the nation’s largest provider of computer programs to the independent U.S. insurance sector and was acquired by CNA Financial Corporation in 1993. After spending a year aiding in the integration of Agency One into a merged entity of Agency Management Solutions (“AMS”) and CNA’s technology unit, Tony was again presented with the opportunity to reimagine his life and professional aspirations. Not one to sit idle for long, he formed the Idaho Technology Association (“ITA”), working with federal, state and local legislators to champion the growth of the State’s technology ecosystem. This member-driven organization has since evolved into the Idaho Technology Council and remains actively engaged in helping technology companies in the State to “start, grow and thrive,” thereby promoting job creation and fueling economic growth and stability of Idaho’s local cities and communities.