Asfiled with the Securities and Exchange Commission on October 8, 2021.

RegistrationNo. 333-          

UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933

ProgressiveCare Inc.

(Exactname of registrant as specified in its charter)

400Ansin Blvd, Suite A

HallandaleBeach, Florida 33009

(305)760-2053

(Address,including zip code, and telephone number, including area code, of registrant’s principal executive offices)

AlanJay Weisberg

ChiefExecutive Officer

ProgressiveCare Inc.

400Ansin Blvd, Suite A

HallandaleBeach, Florida 33009

(305)760-2053

(Name,address, including zip code, and telephone number, including area code, of agent for service)

Copiesto:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box. þ

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ 

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as theSecurities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Theinformation in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registrationstatement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securitiesand it is not soliciting offers to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

            Units

EachUnit Consisting of

OneShare of Common Stock and

OneWarrant to Purchase One Share of Common Stock

ProgressiveCare Inc.

Thisprospectus relates to the sale by Progressive Care Inc., a Delaware corporation (the “Company”) of approximately$10,000,000 of units of securities (the “Units”) at an offering price of $ per Unit. Each Unit consists of one share of common stock, $0.0001 par value,which we refer to as the “Common Stock”, and one warrant (the “Warrant”) to purchase         one share of commonstock, with an exercise price of           (not less than % of the price of each Unit sold in this offering) foreach whole Common Stock. This offering also relates to the shares of Common Stock issuable upon exercise of any Warrants sold inthis offering. The Units have no stand-alone rights and will not be certified or issued as stand-alone securities. The Common Stockand Warrants are immediately separable and will be issued separately in this offering. Each Warrant offered hereby is immediatelyexercisable on the date of issuance and will expire five years from the date of issuance. This prospectus also relates to theoffering of warrants to purchase shares of common stock issuable to the Representative in this offering along with the commonstock issuable upon exercise of such warrants.

Our common stock is currently quoted on the OTCQBunder the symbol “RXMD.” On October 8, 2021 the closing price as reported on the OTCQB was $0.052 per share. This price willfluctuate based on the demand for our common stock. We are in the process of applying to have our common stock and warrants sold in thisoffering listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols ” ” and “ W”, respectively.The approval of our listing of our common stock and warrants on Nasdaq is a condition of closing this offering. No assurance canbe given that our application will be accepted.

Weare an “emerging growth company” under federal securities laws and have elected to comply with certain reduced public companyreporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company and Smaller Reporting Company.”

Thisprospectus provides a general description of the securities being offered. You should use this prospectus and the registration statementof which it forms a part before you invest in any securities.

Investingin our securities involves a high degree of risk. See “Risk Factors” beginning on page 13 of this prospectus as well asany other risk factors and other information contained in any other document that may be incorporated by reference herein prior to makingan investment decision.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Wehave granted the representative of the underwriters an option, exercisable for 30-days from the effective date of this prospectus, topurchase up to            additional shares of common stock and/or additional warrantsto purchase common stock solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwritingdiscounts and commissions payable will be $        , and the total proceeds to us, before expenses,will be approximately $        .

Theunderwriters expect to deliver the Units to purchasers on or about        , 2021.

TheBenchmark Company

Thedate of this prospectus is        , 2021. 

TABLEOF CONTENTS

Youshould rely only on the information contained in this prospectus. We have not authorized any other person to provide you with informationdifferent from or in addition to that contained in this prospectus. If anyone provides you with different or inconsistent information,you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted.You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus.Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances,imply that there has been no change in our affairs since the date of this prospectus. This prospectus will be updated and made availablefor delivery to the extent required by the federal securities laws. Our business, financial condition, results of operations and prospectsmay have changed since that date.

Unlessthe context otherwise requires, references in this prospectus to “we,” “us,” “our,” the “Registrant”,the “Company,” and “Progressive Care” refer to Progressive Care Inc. and its subsidiaries. In addition, unlessthe context otherwise requires, “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; “SEC”or the “Commission” refers to the United States Securities and Exchange Commission; and “Securities Act” refersto the Securities Act of 1933, as amended. Certain pharmaceutical and other industry terms used in this prospectus are defined in the“Glossary Of Terms.” All dollar amounts in this prospectus are in U.S. dollars unless otherwise stated.

Youshould read the entire prospectus before making an investment decision to purchase our securities.

GLOSSARYOF TERMS

Thefollowing are abbreviations and definitions of certain terms used in this prospectus, unless otherwise designated or the context suggestsotherwise, which are commonly used in the pharmaceutical industry:

“340BCovered Entities’’ or “Covered Entity” or “340B” means the Federal 340B Drug Discount Pricing Program,which is a US federal government program created in 1992 that requires drug manufacturers to provide outpatient drugs to eligible healthcare organizations and covered entities at significantly reduced prices. This also includes Federally Qualified Health Center, whichis a community-based organization that provides comprehensive primary care and preventive care, including health, oral, and mental health/substanceabuse services to persons of all ages, regardless of their ability to pay or health insurance status.

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

“ACO’’means Accountable Care Organizations and consists of a group of doctors, hospitals, and other health care providers, who come togethervoluntarily to give coordinated high-quality care to the Medicare patients they serve.

“ARV’’means Anti-retroviral Medications, which is for the treatment of infection by retroviruses, primarily HIV.

“B2B’’means Business-to-business.

“CCM’’means Chronic Care Management, which encompasses the oversight and education activities conducted by health care professionals to helppatients with chronic diseases and health conditions such as diabetes, high blood pressure, systemic lupus erythematosus, multiple sclerosis,and sleep apnea learn to understand their condition and live successfully with it.

“CMS’’means Centers for Medicare and Medicaid Services, which is the agency within the U.S. Department of Health and Human Services (HHS) thatadministers the nation’s major healthcare programs. The CMS oversees programs including Medicare, Medicaid, the Children’sHealth Insurance Program (CHIP), and the state and federal health insurance marketplaces. CMS collects and analyzes data, produces researchreports, and works to eliminate instances of fraud and abuse within the healthcare system.

“CompoundedMedications” means a drug that is specifically mixed and prepared for an individual patient, based on a prescription from theirdoctor.

“CPT’’means Common Procedural Terminology Codes, which are numbers assigned to every task and service a medical practitioner may provide toa patient including medical, surgical, and diagnostic services.

“DEA’’means the Drug Enforcement Administration, which is a United States federal law enforcement agency under the United States Departmentof Justice, tasked with combating drug trafficking and distribution within the United States.

“DIRFees” means Direct and Indirect Remuneration, which are fees assessed to pharmacies by Pharmacy Benefit Managers (see “PBMs”definition in the Glossary Of Terms). According to the Centers for Medicare & Medicaid Services (“CMS”), DIR fees arefees, payments or payment adjustments made after the point-of-sale that change the cost of Medicare Part D covered drugs for Part D sponsorsor PBMs. DIR results from payment arrangements negotiated independent of CMS, between Part D sponsors, PBMs, network pharmacies, drugmanufacturers, and other parties involved in the administration of the Part D benefit. Typically, DIR fees are charged as retroactiveclawbacks of reimbursements based on factors that vary from health insurance plan to health insurance plan. Many times, DIR fees areperformance-based, where PBMs compare pharmacies regardless of whether they are retail or specialty on the same scale and then base theDIR fee on which percentile the pharmacy falls in.

“EHR’’means Electronic Health Record(s), is an electronic version of a patient’s medical history, that is maintained by the providerover time, and may include all of the key administrative clinical data relevant to that person’s care under a particular provider,including demographics, progress notes, problems, medications, vital signs, past medical history, immunizations, laboratory data andradiology reports.

“EQuIPP”means Electronic Quality Improvement Platform for Plans and Pharmacies, which is a performance information management platform that makesunbiased, benchmarked performance data available to both health plans and community pharmacy organizations and brings a level of standardizationto the measurement of the quality of medication use, and makes this information accessible and easy to understand. By doing so, EQuIPPfacilitates an environment where prescription drug plans and community pharmacies can engage in strategic relationships to addressimprovements in the quality of medication use. 

“FDA’’means the Federal Drug Administration, which is a federal agency of the United States Department of Health and Human Services, one ofthe United States federal executive departments. The FDA is responsible for protecting and promoting public health through the controland supervision of food safety, tobacco products, dietary supplements, prescription and over-the-counter pharmaceutical drugs (medications),vaccines, biopharmaceuticals, blood transfusions, medical devices, electromagnetic radiation emitting devices (ERED), cosmetics, animalfoods & feed and veterinary products.

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

“HealthPractice Risk Management” means an organized effort to identify, assess, and reduce, where appropriate, risk to patients, visitors,staff, and organizational assets.

‘HEDISQuality Measures’’ means Healthcare Effectiveness Data and Information Set Quality Measures, which is a comprehensive setof standardized performance measures designed to provide purchasers and consumers with the information they need for reliable comparisonof health plan performance.

“HIPAA’’means the Health Insurance Portability and Accountability Act, which is a US law designed to provide privacy standards to protect patients’medical records and other health information provided to health plans, doctors, hospitals and other health care providers.

“HL7’’means Health Level Seven, which is a set of international standards for transfer of clinical and administrative data between softwareapplications used by various healthcare providers. These standards focus on the application layer, which is “layer 7” inthe OSI model. The HL7 standards are produced by Health Level Seven International, an international standards organization, and are adoptedby other standards issuing bodies such as the American National Standards Institute and International Organization for Standardization.

“HealthInsurance Plans” means a system for the financing of medical expenses by means of contributions or taxes paid into a common fundto pay for all or part of health services specified in an insurance policy or the law. The key elements are advance payment or premiumsor taxes, pooling of funds, and eligibility for benefits based on contributions or employment.

“HO’’means Healthcare Organizations, which are centers that provide healthcare services such as diagnosis of diseases, surgical operationsand treatment and recovery of patients.

“ICU”means Intensive Care Unit.

“IP’’means Independent Providers, which are private sector healthcare companies that are contracted by the national health service in theprovision of healthcare or in the support of the provision of healthcare.

“IT’’means Information Technology, which involves the development, maintenance, and use of computer systems, software, and networks for theprocessing and distribution of data.

“LTC”means Long-term Care Facilities, which are facilities that provide rehabilitative, restorative, and/or ongoing skilled nursing care topatients or residents in need of assistance with activities of daily living.

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

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

“Medicationadherence” is the act of filling new prescriptions or refilling prescriptions on time.

“Medicationcompliance” is the act of taking medication on schedule or taking medication as prescribed.

“MSO”means Management Service Organization, which is a health care specific administrative and management engine that provides a host of administrativeand management functions necessary to be successful in the ever-changing healthcare environment.

“MTM”means Medication Therapy Management, which is a range of services provided to individual patients to optimize therapeutic outcomes (helppatients get the most benefit from their medications) and detect and prevent costly medication problems.

“Network-basedMarketing Strategies” means a network that enables a pharmacy to find potential patients who are linked to the pharmacies existingpatient base.

“PBMs”means Pharmacy Benefit Managers, which are third-party administrators of prescription drug programs for commercial health plans, self-insuredemployer plans, Medicare Part D plans (prescription drug plans), the Federal Employees Health Benefits Program, and state governmentemployee plans.

“PBMFees” means the fees assessed to pharmacies by PBMs that are collected to offset member costs. PBM fees include the following typesof fees: DIR fees (the largest by dollar amount) and various types of transaction fees, including customer service fees, administrativeand network access fees, such as out-of-network fees and in-network fees.

“PHI”means Protected Health Information where the HIPAA Privacy Rule provides federal protections for personal health information held bycovered entities and gives patients an array of rights with respect to that information.

“PrescriptionPharmaceutical” means a pharmaceutical drug that legally requires a medical prescription to be dispensed.

“PrescriptionMedication” means a drug that can be obtained only by means of a physician’s prescription.

“PSAO”means Pharmacy Services Administration Organizations, which are cooperative networks for independent pharmacies.

“RX”is a doctor’s prescription.

“SaaS”means Software-as-a-Service, which is a software licensing model in which access to the software is provided on a subscription basis,with the software being located on external servers rather than on servers located in-house.

“Self-fundedOrganizations” is an organization in which the employer assumes the financial risk for providing health care benefits to its employees.

“SKU”means Stock Keeping Units and is a scannable bar code, most often seen printed on product labels in a retail store.

“SMS”means Short Message Service, which is a text messaging service on mobile phones.

“STD”means Sexually Transmitted Diseases.

“Tele-pharmacyServices” means the provision of pharmacist care by registered pharmacists and pharmacies using telecommunications to patientslocated at a distance.

“TPA”means Third Party Administration, which is a company that provides operational services such as claims processing and employee benefitsmanagement under contract to another company. Insurance companies and self-insured companies often outsource their claims processingto third parties.

“ThirdParty Payor” is an entity that pays medical claims on behalf of the insured.

“Unit-of-dosePackaging System” means a dose of medicine prepared in an individual packet for convenience, safety, or monitoring.

MARKETAND INDUSTRY DATA

Thisprospectus includes industry and trade association data, forecasts, and information that we have prepared based, in part, upon data,forecasts, and information obtained from independent trade associations, industry publications and surveys, government agencies, andother independent information publicly available to us. Statements as to our market position are based on market data currently availableto us. Industry publications, surveys, and forecasts generally state that the information contained therein has been obtained from sourcesbelieved to be reliable. Although we believe these sources are reliable, we have not independently verified the information obtainedfrom these sources. Some data is also based on our good faith estimates, which are derived from management’s knowledge of the industryand independent sources.

Webelieve our internal research is reliable, even though such research has not been verified by any independent sources. While we are notaware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subjectto change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

Inaddition, forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertaintiesregarding the other forward-looking statements in this prospectus. Trademarks used in this prospectus are the property of their respectiveowners, although for presentational convenience we may not use the ^® or the ™ symbols to identify such trademarks.In addition, certain market and industry data has been obtained from publicly available industry publications. These sources generallystate that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completenessof the information are not guaranteed. We have not independently verified the data obtained from these sources. Forecasts and other forward-lookinginformation obtained from these sources are subject to the same qualifications and additional uncertainties regarding the other forward-lookingstatements in this prospectus.

RISKFACTORS

Investingin our securities involves a great deal of risk. Careful consideration should be made of the following factors as well as other informationincluded in this prospectus before deciding to purchase our securities. There are many risks that affect our business and results ofoperations, some of which are beyond our control. Our business, financial condition or operating results could be materially harmed byany of these risks. This could cause the trading price of our securities to decline, and you may lose all or part of your investment.Additional risks that we do not yet know of or that we currently think are immaterial may also affect our business and results of operations.

RisksRelated to our Business

Wehave a history of losses and may not be able to achieve or sustain profitability.

Wehave incurred and may continue to incur operating losses in the foreseeable future. For the years ended December 31, 2020 and December31, 2019 we had net revenue from continuing operations of $38.9 million and $32.6 million, respectively. For the years ended December31, 2020 and 2019, we had net losses from continuing operations of $(1.4) million and $(2.5) million, respectively. For the six monthsended June 30, 2021, we had net revenue of $19.2 million, and a net loss of $(0.2) million, respectively. Our ability to achieve andmaintain profitability depends on our ability to have successful operations and generate and sustain sales, while maintaining reasonableexpense levels.

Wehave a substantial amount of debt of approximately $3.6 million, and approximately $1.9 million in principal will come due in 2022.

Asof December 31, 2020, and June 30, 2021, we had cash balances of $2.1 million and $2.4 million, respectively. Over the last several years,we have been substantially dependent on funding our pharmacy acquisitions and operations through the private sale of debt securities.Of the $2.5 million as of June 30, 2021, in convertible debt, including accrued interest of $0.7 million, bearing interest at 10% perannum that we have issued and outstanding, approximately $1.8 million in principal will come due in 2022. While these debt securitiesare convertible into our shares of common stock at variable prices based on lowest closing trading prices prior to the conversion, therecan be no assurance that the holders of such securities will agree to convert amounts due into common stock. If we are unable to meetthese obligations or default on our obligations in any other way, even if we are otherwise generating positive earnings, we could losesubstantially all of our business assets as well as being held liable for any deficiency in payment. The net result of such a failurewould likely be the end of our business operations and a complete loss of your investment.

Therecan be no assurance that holders of our debt securities will agree to convert amounts due into common stock.

As of December 31, 2020, and June 30, 2021, we had cash balances of $2.1 million and $2.4 million, respectively. Over the last severalyears, we have been substantially dependent on funding our pharmacy acquisitions and operations through the private sale of debt securities.Of the $2.5 million as of June 30, 2021, in convertible debt, including accrued interest of $0.7 million, bearing interest at 10% perannum that we have issued and outstanding, approximately $1.8 million in principal will come due in 2022. While these debt securitiesare convertible into our shares of common stock at variable prices based on lowest closing trading prices prior to the conversion, therecan be no assurance that the holders of such securities will agree to convert amounts due into common stock. We are attempting to extendthe maturity date of these debt securities, but can provide no assurance that the holders of such securities will agree to extend thematurity date on these securities on acceptable terms.  If we are unable to meet these obligations or default on our obligationsin any other way, even if we are otherwise generating positive earnings, we could lose substantially all of our business assets as wellas being held liable for any deficiency in payment. The net result of such a failure would likely be the end of our business operationsand a complete loss of your investment.

OurSeries A Preferred Stock entitles the holder of such shares to a supermajority voting on all matters submitted to a stockholder vote.

TheYelena Braslavskaya 2020 Gift Trust (the “Trust”) is the owner of all outstanding shares of our Series A Preferred Stock,which entitles the holder to vote on all matters submitted or required to be submitted to a vote of the stockholders. Through its ownershipof the Series A Preferred Stock, the Trust has voting power equal to 50.99% of the total voting power of all issued and outstanding votingcapital of the Company. Due to such disproportionate voting power, new investors may not be able to effect a change in our business ormanagement, and therefore, stockholders would have limited recourse as a result of decisions made by management. Moreover, this SeriesA Preferred Stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain controlof us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Wederive a significant portion of our sales from prescription drug sales reimbursed by pharmacy benefit management companies.

Wederive a significant portion of our sales from prescription drug sales reimbursed through prescription drug plans administered by PBMcompanies. PBM companies typically administer multiple prescription drug plans that expire at various times and provide for varying reimbursementrates. There can be no assurance that we will continue to participate in any pharmacy benefit manager network at any future time. Ifour participation in the prescription drug programs administered by one or more of the large PBM companies is restricted or terminated,we expect that our sales would be adversely affected, at least in the short-term. If we are unable to replace any such lost sales, eitherthrough an increase in other sales or through a resumption of participation in those plans, our operating results may be materially adverselyaffected. When we exit a pharmacy provider network and later resume network participation, there can be no assurance that we will achieveany level of business on any pace, or that all clients of the PBM sponsor of the network will choose to include us again in their pharmacynetwork initially or at all. In addition, in such circumstances we may incur increased marketing and other costs about initiatives toregain former patients and attract new patients covered by in-network plans.

Apandemic, including COVID-19, or an epidemic or outbreak of an infectious disease in the United States or Europe may adversely affectour business.

Ifa pandemic, epidemic or outbreak of an infectious disease occurs in the United States, Europe or worldwide, our business may beadversely affected. In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China. This virus continuesto spread globally and, as of March 2020, has spread to over 70 countries, including the U.S., and was declared a pandemic by theWorld Health Organization in March 2020. The spread of COVID-19 has impacted the global economy and may impact our operations,including revenue from patient prescriptions. The risk is somewhat mitigated as pharmacies are considered essential businesses byfederal, state, and local governments and are required to remain open during health emergencies. Nonetheless, such events may resultin a period of business disruption and in reduced operations, which could materially affect our business, financial condition, andresults of operations. The extent to which the coronavirus impacts our business will depend on future developments, which are highlyuncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and theactions to contain the coronavirus or treat its impact, among others. Moreover, there continues to beuncertainty around the COVID-19 pandemic, its duration, and its impact on U.S. and global economic activity and consumer behavior.The Delta variant of COVID-19, which appears to be the most transmissible and contagious variant to date, has caused a surge inCOVID-19 cases globally. The impact of the Delta variant, or other variants that may emerge, cannot be predicted at this time,and could depend on numerous factors, including the availability of vaccines in different parts of the world, vaccination ratesamong the population, the effectiveness of COVID-19 vaccines against the Delta variant and other variants, and the response bygovernmental bodies to reinstate mandated business closures, orders to “shelter in place,” and travel and transportationrestrictions. A significant outbreak of coronavirus and other infectious diseases could result in a widespread health crisisthat could adversely affect the economies and financial markets worldwide, resulting in an economic downturn that could impact ourbusiness, financial condition and results of operations.

Effortsto reduce reimbursement levels and alter health care financing practices could adversely affect our businesses.

Thecontinued efforts of health maintenance organizations, managed care organizations, other companies, government entities, and other third-partypayors to reduce prescription drug costs and pharmacy reimbursement rates may impact our profitability. Increased utilization of genericpharmaceuticals, which normally yield a higher gross profit rate than equivalent brand-named drugs, has resulted in a decrease in reimbursementpayments to retail and mail order pharmacies for generic drugs through the imposition by third-party payors of generic effective rates(“GERs”) that have caused a reduction in the generic profit rate. We expect pricing pressures from third-party payors tocontinue given the high and increasing costs of specialty drugs. As a result of this industry-wide pressure, we also may see profit marginson our contracts continue to compress, which may adversely affect our profitability.

PBMfees, including Direct and Indirect Remuneration (“DIR”) fees, transaction charges and network access fees, applied significantdownward pressure on our profitability. DIR Fees are often calculated and charged several months after adjudication of a claim, whichadversely impacts our profitability. These fees lack transparency and are extremely difficult to predict and accrue. DIR fees are sometimesretroactively “clawed back” by the PBMs with little or no warning at the end of a quarter, which has a significant downwardeffect on our gross margins.

Retroactivecontractual adjustments may be imposed on the pharmacies through execution of new contracts between pharmacy services administrationorganizations (“PSAOs”) and PBMs with retroactive effectiveness. These contractual adjustments typically impose new loweredeffective rate calculations on previously dispensed medications resulting in a PBM overpayment, which is later recouped with or withoutnotice to the pharmacy. DIR fees and other PBM fees are generally not disclosed at adjudication and may change throughout the year. Theseadjustments and the resultant fees may not be predictable or avoidable and can adversely affect our revenues, cash flow, and profitability.

Inaddition, during the past several years, the U.S. health care industry has been subject to an increase in governmental regulation atboth the federal and state levels. Efforts to control health care costs, including prescription drug costs, are underway at the federaland state government levels. Changing political, economic, and regulatory influences may affect health care financing and reimbursementpractices. If the current health care financing and reimbursement system changes significantly, our business, financial position andresults of operations could be materially adversely affected.

Qualitymeasurement networks have a significant impact on our revenues. Quality measurement networks can be, but are not always, tied to DIRFees collected by PBMs. These networks designate specific metrics through which pharmacy performance is assessed. These metrics are disclosedalong with benchmark guidance for quality or superior performance, which can lead to a return of the DIR fees by the PBMs in the formof performance bonuses. Failure to meet quality measures can result in loss of DIR Fees collected and loss of PBM relationship. Thereis no guarantee that we will be successful in meeting quality review standards. Quality measurement networks are increasingly rigorousand can be based on comparative success against other pharmacies in the network. If other pharmacies out-perform our pharmacy or if wefail to meet quality metrics, our profitability can be adversely affected.

Aslowdown in the frequency and rate of the introduction of new prescription drugs as well as generic alternatives to brand name prescriptionproducts could adversely affect our business, financial position, and results of operations.

Theprofitability of retail pharmacy businesses is dependent upon the utilization of prescription drug products. Generally, our pharmaciesreceive greater profit from generic drugs. Utilization trends are affected by the introduction of new and successful prescription pharmaceuticalsas well as lower priced generic alternatives to existing brand name products. Accordingly, a slowdown in the introduction of new andsuccessful prescription pharmaceuticals and/or generic alternatives could adversely affect our business, financial position and resultsof operations.

Uncertaintyregarding the impact of Medicare Part D may adversely affect our business, financial position and our results of operations.

Sinceits inception in 2006, the Medicare drug benefit has resulted in increased utilization and decreased pharmacy gross margin rates as highermargin business, such as cash and state Medicaid customers, migrated to Medicare Part D coverage. To the extent this occurs, the adverseeffects of the Medicare drug benefit may outweigh any opportunities for new business generated by the Medicare drug benefit. In addition,if the government alters Medicare program requirements or reduces funding because of the higher-than-anticipated cost to taxpayers ofthe Medicare drug benefit or for other reasons; or if we fail to design and maintain programs that are attractive to Medicare participants,our Medicare Part D services and the ability to expand our Medicare Part D services could be materially and adversely affected, and ourbusiness, financial position and results of operations may be adversely affected.

Unexpectedsafety or efficacy concerns may arise from pharmaceutical products.

Unexpectedsafety or efficacy concerns can arise with respect to pharmaceutical drugs dispensed at our pharmacies, whether or not scientificallyjustified, leading to product recalls, withdrawals or declining sales. If we fail to or do not promptly withdraw pharmaceutical drugsupon a recall by a drug manufacturer, our business and results of operations could be negatively impacted by reversals of pharmacy billingsthat will result in loss of revenue.

Prescriptionvolumes may decline, and our net revenues and ability to generate earnings may be negatively impacted, if products are withdrawn fromthe market or if increased safety risk profiles of specific drugs

resultin utilization decreases.

Wedispense significant volumes of drugs from our pharmacies. These volumes are the basis for our net revenues. When increased safety riskprofiles of specific drugs or classes of drugs result in utilization decreases, physicians may cease writing or reduce the numbers ofprescriptions written for these drugs. Additionally, negative press regarding drugs with higher safety risk profiles may result in reducedconsumer demand for such drugs. On occasion, products are withdrawn by their manufacturers. In cases where there are no acceptable prescriptiondrug equivalents or alternatives for these prescription drugs, our volumes, net revenues, profitability, and cash flows may decline.

Certainrisks are inherent in providing pharmacy services; our insurance may not be adequate to cover any claims against us.

Pharmaciesare exposed to risks inherent in the packaging and distribution of pharmaceutical products, such as with respect to improper fillingof prescriptions, labeling of prescriptions, adequacy of warnings, unintentional distribution of counterfeit drugs and expiration ofdrugs. In addition, federal and state laws that require our pharmacists to offer counseling, without additional charge, to their customersabout medication, dosage, delivery systems, common side effects and other information the pharmacists deem significant can impact ourbusiness. Our pharmacists may also have a duty to warn customers regarding any potential negative effects of a prescription drug if thewarning could reduce or eliminate these effects. Although we maintain professional liability and errors and omissions liability insurance,from time to time, claims result in the payment of significant amounts, some portions of which are not funded by insurance.

Wecannot assure you that the coverage limits under our insurance programs will be adequate to protect us against future claims, or thatwe will be able to maintain this insurance on acceptable terms in the future. Our results of operations, financial condition or cashflows may be adversely affected if in the future our insurance coverage proves to be inadequate or unavailable or there is an increasein liability for which we self-insure or we suffer reputational harm as a result of an error or omission.

Changesin industry pricing benchmarks could adversely affect our business, financial position and results of operations.

Contractsin the prescription drug industry generally use certain published benchmarks to establish pricing for prescription drugs. These benchmarksinclude average wholesale price (“AWP”), average sales price and wholesale acquisition cost.

Recentevents have raised uncertainties as to whether payors, pharmacy providers, PBMs and others in the prescription drug industry will continueto utilize AWP as it has previously been calculated or whether other pricing benchmarks will be adopted for establishing prices withinthe industry. In some circumstances, such changes could also impact the reimbursement that we receive from Medicare or Medicaid programsfor drugs covered by such programs and from MCOs that contract with government health programs to provide prescription drug benefits.

Theindustries in which we operate are extremely competitive and competition could adversely affect our business, financial position andresults of operations.

Weoperate in a highly competitive environment. As a pharmacy retailer, we compete with other drugstore chains, supermarkets, discount retailers,membership clubs, Internet companies and retail health clinics, as well as other mail order pharmacies. In that regard, many pharmacybenefits plans have implemented plan designs that mandate or provide incentives to fill maintenance medications through mail order pharmacies.To the extent this trend continues, our retail pharmacy business could be adversely affected. In addition, some of these competitorsmay offer services and pricing terms that we may not be willing or able to offer. Competition may also come from other sources in thefuture. Thus, competition could have an adverse effect on our business, financial position and results of operations.

Existingand new government legislative and regulatory action could adversely affect our business, financial position and results of operations.

Theretail drugstore business is subject to numerous federal, state and local laws and regulations. Changes in these regulations may requireextensive system and operating changes that may be difficult to implement. Untimely compliance or noncompliance with applicable lawsand regulations could adversely affect the continued operation of our business, including, but not limited to: imposition of civil orcriminal penalties; suspension of payments from government programs; loss of required government certifications or approvals; loss ofauthorizations to participate in or exclusion from government reimbursement programs, such as the Medicare and Medicaid programs; orloss of licensure. The regulations to which we are subject include, but are not limited to: the laws and regulations; accounting standards;tax laws and regulations; laws and regulations relating to the protection of the environment and health and safety matters, includingthose governing exposure to, and the management and disposal of, hazardous substances; and regulations of the FDA, the U.S. Federal TradeCommission, the Drug Enforcement Administration, and the Consumer Product Safety Commission, as well as state regulatory authorities,governing the sale, advertisement and promotion of products that we sell. In that regard, our business, financial position and resultsof operations could be affected by one or more of the following:

Changesin the health care regulatory environment may adversely affect our business.

Futurerulemaking could increase regulation of pharmacy services, result in changes to pharmacy reimbursement rates, and otherwise change theway we do business. We cannot predict the timing or impact of any future rulemaking, but any such rulemaking could have an adverse impacton our results of operations.

Thesustainability of our current business model is also dependent on the availability, pricing and rules and regulations relating to thedispensing of controlled medications. Changes that affect any of these variables could greatly impact our current revenue streams aswell as alter our business structure and future plans for growth and development.

Effortsto reform the U.S. health care system may adversely affect our financial performance.

Congressperiodically considers proposals to reform the U.S. health care system. These proposals may increase government involvement in healthcare and regulation of pharmacy services, or otherwise change the way we or our clients do business. Health plan sponsors may react tothese proposals and the uncertainty surrounding them by reducing or delaying purchases of cost control mechanisms and related servicesthat the combined company would provide. We cannot predict what effect, if any, these proposals may have on its retail and pharmacy servicesbusinesses. Other legislative or market-driven changes in the health care system that we cannot anticipate could also materially adverselyaffect our results of operations, financial position and/or cash flow from operations.

Passedin 2010, the Affordable Care Act (“ACA”) enacted a number of significant health care reforms. However, there is a significantdegree of uncertainty associated with the current state of active healthcare legislation such that we cannot adequately predict how futureincarnations of healthcare reform will impact the business.

Ifwe are found to be in violation of Medicaid and Medicare reimbursement regulations, we could become subject to retroactive adjustmentsand recoupment, or exclusion from the Medicaid, Medicare programs, and PBM networks.

Asa Medicaid and Medicare provider, we are subject to retroactive adjustments due to prior-year audits, reviews and investigations, governmentfraud and abuse initiatives, and other similar actions. Federal regulations provide for withholding payments to recoup amounts payableunder the programs and, in certain circumstances, allow for exclusion from Medicaid and Medicare. We cannot offer any assurance that,pursuant to such audits, reviews, investigations, or other proceedings, we will be found to be complying in all respects with such reimbursementregulations. A determination that we are in violation of any such reimbursement regulation could result in retroactive adjustments andrecoupment of payments and have a material adverse effect on our financial condition and results of operations. As a Medicaid and Medicareprovider, we are also subject to routine, unscheduled audits, and if any such audit results in a negative finding, finding, we may besubject to exclusions from Medicaid, Medicare, and other PBM networks, which would adversely affect our results of operations and financialcondition.

Ourindustry is subject to extensive government regulation, and noncompliance by us or our suppliers could harm our business.

Therepackaging, marketing, sale, and purchase of medications are extensively regulated by federal and state governments. In addition, manyof the brand name and controlled medications that we sell receive greater attention from law enforcement officials than medications thatare most often dispensed by traditional pharmacies due to the high cost of these medications and the potential for diversion and fraud,waste, and abuse. We sell common blood pressure, statin and other common drugs, and dispense either brand name or generic drugs accordingto the doctor’s prescription. If we fail to, or are accused of failing to, comply with applicable laws and regulations, we couldbe subject to penalties that may include exclusion from the Medicare or Medicaid programs, fines, requirements to change our practices,and civil or criminal penalties, which could harm our business, financial condition, and results of operations. Any disqualificationfrom participating in Medicare or the state Medicaid programs would significantly reduce our net sales and our ability to maintain profitability.Our business could also be harmed if the entities with which we contract or have business relationships, such as pharmaceutical manufacturers,distributors, physicians, clinics, or home health agencies are accused of violating laws or regulations.

Whilewe believe that we are operating our business in substantial compliance with existing legal requirements material to the operation ofour business, there are significant uncertainties involving the application of many of these legal requirements to our business. Changesin interpretation or enforcement policies could subject our current practices to allegations of impropriety or illegality. The applicableregulatory framework is complex and evolving, and the laws are very broad in scope. Many of the laws remain open to interpretation andhave not been addressed by substantive court decisions to clarify their meaning. We are also unable to predict what additional federalor state legislation or regulatory initiatives may be enacted in the future relating to our business or the healthcare industry in general,or what effect any such legislation or regulation might have on us. Further, we cannot provide any assurance that federal or state governmentswill not impose additional restrictions or adopt interpretations of existing laws that could increase our cost of compliance with suchlaws or reduce our ability to remain profitable.

Federaland state investigations and enforcement actions continue to focus on the healthcare industry, scrutinizing a wide range of items suchas referral and billing practices, product discount arrangements, dissemination of confidential patient information, clinical drug researchtrials, pharmaceutical marketing programs, and gifts for patients. It is difficult to predict how any of the laws implicated in theseinvestigations and enforcement actions may be interpreted to apply to our business. Any future investigation may cause publicity, regardlessof the eventual result of the investigation, or its underlying merits, that would cause potential patients to avoid us, reducing ournet sales and profits and causing our stock price to decline.

Ouroperating results are affected by the health of the economy in general and the markets we serve.

Thehealth of the economy in general and in the markets that we serve could adversely affect our business and our financial results. Ourbusiness is affected by the economy in general, including changes in consumer purchasing power, preferences and/or spending patterns.These changes could affect drug utilization trends as well as the financial health and number of covered lives of our clients, resultingin an adverse effect on our business and financial results.

Itis possible that the state of the economy could change, and current trends could reverse in the future. A reversal of these trends willcause a decline in drug utilization and dampen demand for pharmaceutical drugs and durable medical equipment as well as consumer demandfor sundry products sold in our retail store. If this were to occur, our business and financial results could be adversely affected.Further, interest rate fluctuations and changes in capital market conditions may affect our ability to obtain necessary financing onacceptable terms, our ability to secure suitable store locations under acceptable terms and our ability to execute sale or lease transactionsunder acceptable terms.

Ifthe merchandise and services that we offer fail to meet customer needs, our sales may be affected.

Oursuccess depends on our ability to offer a superior shopping experience, a quality assortment of available merchandise and superior customerservice. We must identify, obtain supplies of, and offer to our customers, attractive, innovative, and high-quality merchandise on acontinuous basis. Our products and services must satisfy the needs and desires of our customers, whose preferences may change in thefuture. If we misjudge either the demand for products and services we sell or our customers’ purchasing habits and tastes, we maybe faced with excess inventories of some products and missed opportunities for products and services we chose not to offer. In addition,our sales may decline, or we may be required to sell the merchandise we have obtained at lower prices. This would have a negative effecton our business and results of operations.

Weare highly dependent on one supplier for our products, and a loss of that supplier may adversely impact our ability to sell productsto our customers.

Weobtain pharmaceutical and other products from wholesale distributors. We maintained a relationship with a primary supplier that accountedfor 95%, 95% and 91% of pharmaceutical purchases for the six months ended June 30, 2021, and the years ended December 31, 2020 and 2019,respectively, and several supplementary suppliers. Our primary supplier for the six months ended June 30, 2021, and the years ended December31, 2020 and 2019 was McKesson. If that supplier was to cease supplying us with products for any reason, we would be forced to find alternativesources for our products. Despite this, we believe we would be able to readily find multiple alternative sources for our products. Wemay not be able to quickly or effectively replace that supplier, which may lead to delays in product availability and losses of sales,which would have a negative effect on our business, results of operations and financial condition.

Wederive a significant portion of our revenues from a small number of customers and a loss of one or both of those customers would havea material adverse impact on our business.

Wesell to numerous customers including various managed care organizations within both the private and public sectors. Certain healthcarepayors, including Medicare Part D and the State of Florida, account for more than ten percent or more of our consolidated net revenuein fiscal 2020 and 2019. Medicare Part D and the State of Florida Medicaid public assistance program are major customers of ours. However,both government programs function under several different healthcare payors, the concentration of which varies throughout the courseof the year. To the extent we lost the business of one or more of these healthcare payors, our revenues would significantly decrease,having a material adverse effect on our business, results of operations and financial condition.

Ourability to grow our business may be constrained by our inability to find suitable new pharmacy store locations at acceptable prices.

Ourability to grow our business may be constrained if suitable new pharmacy store locations cannot be identified with lease terms or purchaseprices that are acceptable to us. We compete with other retailers and businesses for suitable locations for our pharmacy stores. Localland use and other regulations applicable to the types of stores we desire to construct may impact our ability to find suitable locationsand influence the cost of constructing our stores. The expiration of leases at existing store locations may adversely affect us if therenewal terms of those leases are unacceptable to us and we are forced to close or relocate stores. Further, changing local demographicsat existing store locations may adversely affect revenue and profitability levels at those stores.

Ourability to grow our business may be constrained by our inability to obtain adequate permits and licensing for new locations, businesslines, and market territories.

Ourability to grow our business may be constrained if new locations, business lines, and market territories are not permitted and licensedto conduct ordinary operations. Expansion initiatives can be delayed or even canceled due to a failure to acquire certain governmentagency approvals. Such delay or cancellation will have a negative impact on our business and results of operations.

Productliability, product recall or personal injury issues could damage our reputation and have a significant adverse effect on our businesses,operating results, cash flows and/or financial condition.

Shoulda product liability issue, recall or personal injury issue arise, inadequate product or other liability insurance coverage or our inabilityto maintain such insurance may result in a material adverse effect on our business and financial condition. Products that we sell couldbecome subject to contamination, product tampering, mislabeling, recall or other damage. In addition, errors in the dispensing and packagingof pharmaceuticals could lead to serious injury. Product liability or personal injury claims may be asserted against us with respectto any of the products or pharmaceuticals we sell or services we provide.

Ifwe are not able to market our services effectively to clinics, their affiliated healthcare providers and prescription drug providers,we may not be able to grow our patient base as rapidly as we have anticipated.

Oursuccess depends, in part, on our ability to develop and maintain relationships with clinics and their affiliated healthcare providersbecause each is an important patient referral source for our business. In addition, we also must maintain and continue to establish relationshipswith prescription drug providers so we can continue to fill prescriptions for our dual eligible customers who receive prescription drugcoverage under Medicare Part D. If we are unable to market our services effectively to these clinics, healthcare providers and prescriptiondrug providers, or if our existing relationships with clinics and providers are terminated, our ability to grow our patient base willbe harmed, which could significantly reduce our net sales and our ability to maintain profitability. Additionally, Medicare Part D regulationsthat strictly limit our ability to market to our current and new patients may limit our ability to maintain and grow our current patientbase.

Ifwe fail to manage our growth or implement changes to our reporting systems effectively, our business could be harmed.

Ifwe are unable to manage our growth effectively, we could incur losses. How we manage our growth will depend, among other things, on ourability to adapt our operational, financial and management controls, reporting systems and procedures to the demands of a larger business,including the demands of integrating our acquisitions. To manage the growth and increasing complexity of our business, we may make modificationsto or replace computer and other reporting systems, including those that report on our financial results and on which we are substantiallydependent. We may incur significant financial and resource costs because of any such modifications or replacements, and our businessmay be subject to transitional difficulties. The difficulties associated with any such implementation, and any failure or delay in thesystem implementation, could negatively affect our internal control over financial reporting and harm our business and results of operations.In addition, we may not be able to successfully hire, train and manage additional sales, marketing, customer support and pharmacistsquickly enough to support our growth. To provide this support, we may need to open additional offices, which will result in additionalburdens on our systems and resources and require additional capital expenditures.

Wemay acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to ourstockholders and otherwise disrupt our operations and harm our operating results.

Oursuccess will depend, in part, on our ability to grow our business in response to the demands of the patients and physicians we servewithin the health services industry as well as competitive pressures. In some circumstances, we may determine to do so through the acquisitionof complementary businesses and technologies rather than through internal development. The identification of suitable acquisition candidatescan be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions. The risks we facein connection with acquisitions include:

Ourfailure to address these risks or other problems encountered in connection with our future acquisitions and investments could cause usto fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities, and harmour business generally. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt,contingent liabilities, amortization expenses, or the impairment of goodwill, any of which could harm our financial condition. Also,the anticipated benefits of any acquisitions may not materialize to the extent we anticipate or at all.

Conflictsof interest may arise between us and our directors and officers as a result of other business activities undertaken by such individuals.

Wemay be subject to various potential conflicts of interest because some of our directors and executive officers may be engaged in a rangeof business activities. In addition, our executive officers and directors may devote time to their outside business interests, so longas such activities do not materially or adversely interfere with their duties to us. In some cases, our executive officers and directorsmay have fiduciary obligations associated with these business interests that interfere with their ability to devote time to our businessand affairs and that could adversely affect our operations. These business interests could require significant time and attention ofour executive officers and directors.

Inaddition, we may also become involved in other transactions which conflict with the interests of our directors and the officers who mayfrom time to time deal with persons, firms or institutions with which we may be dealing, or which may be seeking investments similarto those we desire. The interests of these persons could conflict with our interests. In addition, from time to time, these persons maybe competing with us for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remediesprovided under applicable laws, regulations and stock market rules. In particular, in the event that such a conflict of interest arisesat a meeting of our board of directors, a director who has such a conflict will abstain from voting for or against the approval of suchtransaction. In accordance with applicable laws, our directors are required to act honestly, in good faith and in our best interests.

Adisruption in our telephone system or our computer system could harm our business.

Wereceive and take most prescription orders electronically, over the telephone and by facsimile. We also rely extensively upon our computersystem to confirm payor information, patient eligibility and authorizations; to check on medication interactions and patient medicationhistory; to facilitate filling and labeling prescriptions for delivery and billing; and to help with the collection of payments. Oursuccess depends, in part, upon our ability to promptly fill and deliver complex prescription orders as well as on our ability to providereimbursement management services for our patients and their healthcare providers. Any continuing disruption in our telephone, facsimileor computer systems could adversely affect our ability to receive and process prescription orders, make deliveries on a timely basisand receive reimbursement from our payors. This could adversely affect our relations with the patients and healthcare providers we serveand potentially result in a partial reduction in orders from, or a complete loss of, these patients.

Wewill incur increased costs as a result of being a public reporting company and our management will be required to devote substantialtime to new compliance initiatives.

Wewill become a “reporting issuer” under Section 12 of the Securities Exchange Act of 1934 after this registration statementbecomes effective. The Sarbanes-Oxley Act of 2002, including the requirements of Section 404, as well as new rules and regulations subsequentlyimplemented by the Securities and Exchange Commission and the Public Company Accounting Oversight Board impose additional reporting andother obligations on public reporting companies. A number of these requirements will require us to carry out activities we have not donerecently or at all. For example, we will adopt new internal controls over financial reporting (“ICFR”) and disclosure controlsand procedures. In addition, we will incur additional expenses associated with our Securities and Exchange Commission reporting requirements.For example, under Section 404 of the Sarbanes-Oxley Act, we will need to document and test our internal control procedures and our managementwill need to assess and report on our internal control over financial reporting.

Ourmanagement and other personnel have limited experience operating a public company, which may result in operational inefficiencies orerrors, or a failure to improve or maintain effective ICFR and disclosure controls and procedures necessary to ensure timely and accuratereporting of operational and financial results. Our existing management team will need to devote a substantial amount of time to thesecompliance initiatives, and we may need to hire additional personnel to assist us with complying with these requirements. Moreover, theserules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costly.These increased costs will require us to divert money that we could otherwise use to expand our business and achieve our strategic objectives.

Furthermore,if we identify any issues in complying with those requirements (for example, if we or our accountants identify a material weakness orsignificant deficiency in our ICFR), we could incur additional costs rectifying those issues, and the existence of those issues couldadversely affect us, our reputation or investor perceptions of us.

Wealso expect that being a public company and complying with applicable rules and regulations will make it more expensive for us to obtaindirector and officer liability insurance, and we may be required to incur substantially higher costs to obtain and maintain the sameor similar coverage that is currently in place. These factors could also make it more difficult for us to attract and retain qualifiedexecutive officers and members of our board of directors.

Wemay fail to retain or recruit necessary personnel, and, even if we are successful, we may be unable to successfully integrate new personnelinto our operations.

Oursuccess is highly dependent on the performance of our management team and certain employees, and our continuing ability to attract, develop,motivate, and retain highly qualified and skilled employees and consultants.

Wehave also engaged consultants to advise us on various aspects of our business. Qualified individuals are in high demand, and we may incursignificant costs to attract and retain them. While employment agreements and incentive agreements are customarily used as a primarymethod of retaining the services of key employees, these agreements and arrangements cannot assure the continued services of such employees.The loss of the services of any key personnel or an inability to attract other suitably qualified persons when needed, could preventus from executing on our business plan and strategy, and we may be unable to find adequate replacements on a timely basis, or at all.

Moreover,to execute our growth plans, we expect to hire additional executive officers and key employees. Our future performance will depend inpart on our ability to successfully integrate those newly hired executive officers into our management team and our ability to developan effective working relationship among senior management.

RisksRelated to the Pharmacy Industry

Thereis substantial competition in our industry, and we may not be able to compete successfully.

Thepharmacy industry is highly competitive and is continuing to become more competitive. All medications, supplies and services that weprovide are also available from our competitors. Our current and potential competitors may include:

Manyspecialty patients are currently receiving prescription benefits from federally funded programs such as the Ryan White CARE Act. Thesepayors only use non-profit providers to dispense medications to their enrollees.

Manyof our competitors have substantially greater resources and marketing staffs and more established operations and infrastructure thanwe have. A significant factor in effective competition will be our ability to maintain and expand our relationships with patients, healthcareproviders and government and private payors.

Ifdemand for our products and services is reduced, our business and ability to grow would be harmed.

Areduction in demand for specialty medications would significantly harm our business, as we would not be able to quickly shift our businessto provide medications for other diseases or disorders. Reduced demand for our products and services could be caused by several circumstances,such as:

Ourrevenues could be adversely affected if new drugs or combination therapies are developed and prescribed to our patients that have a reimbursementrate less than that of the current drug therapies our patients receive.

Ifour patients switch medications to those with lower reimbursement rates or to combination therapies, which combine multiple drugs intoa single medication, our net sales could decline. Combination therapies reduce the number of total prescriptions received by our patients,resulting in reduced average revenues and a decrease in dispensing fees per patient.

Ifour credit terms with vendors become unfavorable or our relationship with them is terminated, our business could be adversely affected.

Wedepend on existing credit terms from vendors to meet our working capital needs between the times we purchased medications from vendorsand when we received reimbursement or payment from third-party payors. Our ability to grow has been limited in part by our inabilityto negotiate favorable credit terms from our suppliers. If our position changes and we are unable to maintain adequate credit terms orsufficient financing from third-party lenders, we may become limited in our ability to continue to increase the volume of medicationswe need to fill prescriptions.

Thereare only a few wholesale distributors from which we can purchase the high cost medications we offer. If any of our vendor agreementsterminate or are not renewed, we might not be able to enter a new agreement with another wholesale distributor on a timely basis or onterms favorable to us. Our inability to enter a new supply agreement may cause a shortage of the supply of medications we keep in stock,or we may be required to accept pricing and credit terms from a vendor that are less favorable to us than those we currently have.

Thereare several additional business risks which could adversely affect our financial results.

Manyother factors could adversely affect our financial results, including:

Mr.Weisberg is involved in outside businesses, which may interfere with his ability to devote time and attention to our business and affairs.

Werely on our senior management team, including Mr. Weisberg, for the day-to-day operations of our business. Our employment agreement withMr. Weisberg requires him to devote a substantial portion of his business time and attention to our business. Mr. Weisberg continuesto serve as chairman of the board of directors and CEO of Progressive Care Inc. and principal of Weisberg and Company. As such, Mr. Weisberghas certain ongoing duties to Progressive Care Inc. and Weisberg and Company that could require a substantial portion of his time andattention. Although we expect that Mr. Weisberg will continue to devote a substantial portion of his business time and attention to us,we cannot accurately predict the amount of time and attention that will be required of Mr. Weisberg to perform such ongoing duties. Tothe extent that Mr. Weisberg is required to dedicate time and attention to Progressive Care Inc. and/or Weisberg and Company, his abilityto devote a substantial portion of his business time and attention to our business and affairs may be limited and could adversely affectour operations.

RisksRelating to Our Data Management Services

Competitionwith some customers, or decisions by customers to perform internally some of the same solutions or services that we offer, could harmour business, results of operations or financial condition.

Someof our existing customers compete with us, or may do so in the future, and some customers belong to alliances that compete with us, ormay do so in the future, either with respect to the solutions or services we provide to them now, or with respect to other lines of business.To the extent that customers elect to perform internally any of the business processes our solutions address, either because they believethey can provide such processes more efficiently internally or otherwise, we may lose such customers, or the volume of our business withsuch customers may be reduced, which could harm our business, results of operations or financial condition.

Ifour solutions do not interoperate with our customers’ or their vendors’ networks and infrastructures, or if customers ortheir vendors implement new system updates that are incompatible with our solutions, sales of those solutions could be adversely affected.

Oursolutions must interoperate with our customers’ and their vendors’ existing infrastructures, which often have different specifications,rapidly evolve, utilize multiple protocol standards, and applications from multiple vendors, and contain multiple generations of productsthat have been added to that infrastructure over time. Some of the technologies supporting our customers and their vendors are changingrapidly and we must continue to adapt to these changes in a timely and effective manner at an acceptable cost. In addition, our customersand their vendors may implement new technologies into their existing networks and systems infrastructures that may not immediately interoperatewith our solutions.

Ourcontinued success will depend on our ability to adapt to changing technologies, manage and process ever-increasing amounts of data andinformation and improve the performance, features and reliability of our services in response to changing customer and industry demands.If we encounter complications related to network configurations or settings, we may have to modify our solutions to enable them to interoperatewith customers’ and their vendors’ networks and manage customers’ transactions in the manner intended.

Ourability to generate revenue could suffer if we do not continue to update and improve existing solutions and develop new ones.

Wemust continually improve the functionality of our existing solutions in a timely manner and introduce new and valuable healthcare ITand service solutions in order to respond to technological and regulatory developments and customer demands and, thereby, retain existingcustomers and attract new ones. For example, from time to time, government agencies may alter format and data code requirements applicableto electronic transactions. In addition, customers may request that solutions be customized to satisfy particular security protocols,modifications, and other contractual terms in excess of industry norms and standard configurations. We may not be successful in respondingto technological and regulatory developments or changing customer needs. In addition, these regulatory or customer-imposed requirementsmay impact the profitability of particular solutions and customer engagements. The pace of change in the markets served by us is rapid,and there are frequent new product and service introductions by competitors in their offerings. If we do not respond successfully totechnological and regulatory changes, as well as evolving industry standards and customer demands, our solutions may become obsolete.Technological changes also may result in the offering of competitive solutions at lower prices than we are charging for our solutions,which could result in us losing sales unless we lower the prices we charge or provide additional efficiencies or capabilities to thecustomer. If we lower our prices on some of our solutions, we will need to increase margins on other solutions in order to maintain overallprofitability.

Thereare increased risks of performance problems and breaches during times when we are making significant changes to our solutions or systemswe use to provide our solutions. In addition, changes to our solutions or systems, including cost savings initiatives, may cost morethan anticipated, may not provide the benefits expected, may take longer than anticipated to develop and implement or may increase therisk of performance problems.

Inorder to respond to technological changes, such as continuing development in the areas of data analytics as well as regulatory changesand evolving security risks and industry standards, our solutions and the software and systems we use to provide our solutions must becontinually updated and enhanced. We cannot be certain that errors will not arise in connection with any such changes, updates, enhancementsor new versions, especially when first introduced. Even if our new, updated or enhanced solutions do not have performance problems, technicaland customer service personnel may have difficulties installing them or providing any necessary training and support to customers, andcustomers may not follow our guidance on appropriate training, support and implementation for such new, updated or enhanced solutions.In addition, changes in technology and systems may not provide the additional functionality or other benefits that were expected.

Implementationof changes in our technology and systems may cost more or take longer than originally expected and may require more testing than initiallyanticipated. While new, updated or enhanced solutions will be tested before they are used in production, we cannot be sure that the testingwill uncover all problems that may occur in actual use.

Ifsignificant problems occur as a result of these changes, we may fail to meet our contractual obligations to customers, which could resultin claims being made against us or in the loss of customer relationships.

Breachesand failures of our IT systems and the security measures protecting them, and the sensitive information we transmit, use and store, exposeus to potential liability and reputational harm.

Ourbusiness relies on sophisticated information systems to obtain, rapidly process, analyze, and manage data, affecting our ability to provideservices. To the extent our IT systems are not successfully implemented or fail, our business and results of operations may be adverselyaffected.

Ourbusiness and results of operations may also be adversely affected if a vendor servicing our IT systems does not perform satisfactorily,or if the IT systems are interrupted or damaged by unforeseen events, including the actions of third parties. Further, our business reliesto a significant degree upon the secure transmission, use and storage of sensitive information, including protected health informationand other personally identifiable information, financial information and other confidential information and data within these systems.To protect this information, we seek to implement commercially reasonable security measures and maintain information security policiesand procedures informed by requirements under applicable law and recommended practices, in each case, as applicable to the data collected,hosted and processed. Despite our security management efforts with respect to physical and technological infrastructure, employee training,vendor controls and contractual relationships, our infrastructure, data or other operation centers and systems used in connection withour business operations, including the internet and related systems of our vendors are vulnerable to, and from time to time experience,unauthorized access to data and/or breaches of confidential information due to criminal conduct, physical break-ins, hackers, employeeor insider malfeasance and/or improper employee or contractor access, computer viruses, programming errors, denial-of-service attacks,ransomware events, phishing schemes, fraud, terrorist attacks, human error or other breaches by insiders or third parties or similardisruptive problems. It is not possible to prevent all security threats to our systems and data. Techniques used to obtain unauthorizedaccess, disable or degrade service or sabotage systems change frequently and may be difficult to detect for long periods of time.

Becauseour products and services involve the storage, use and transmission of personal information of consumers, we and other industry participantshave been and expect to routinely be the target of attempted cyber and other security threats by outside third parties, including technicallysophisticated and well-resourced bad actors attempting to access or steal the data we store. Vendor, insider or employee cyber and securitythreats also occur and are a significant concern for all companies, including us. While we maintain liability insurance coverage includingcoverage for errors and omissions and cyber-liability, claims may not be covered or could exceed the amount of our applicable insurancecoverage, if any, or such coverage may not continue to be available on acceptable terms or in sufficient amounts.

Wecollect, process, store, share, disclose and use personal information and other data, and our actual or perceived failure to protectsuch information and data could damage our reputation and brand and harm our business and operating results.

Wecollect, process, store, share, disclose and use personal information and other data provided by patients and healthcare providers. Werely on encryption and authentication technology licensed from third parties to effect secure transmission of such information. We mayneed to expend significant resources to protect against security breaches or to address problems caused by breaches. Any failure or perceivedfailure to maintain the security of personal and other data that is provided to us by patients and healthcare providers could harm ourreputation and brand and expose us to a risk of loss or litigation and possible liability, any of which could harm our business and operatingresults. In addition, from time to time, it is possible that concerns will be expressed about whether our products, services, or processescompromise the privacy of our users. Concerns about our practices with regard to the collection, use or disclosure of personal informationor other privacy related matters, even if unfounded, could harm our business and operating results.

Thereare numerous federal, state and local laws around the world regarding privacy and the collection, processing, storing, sharing, disclosing,using and protecting of personal information and other data, the scope of which are changing, subject to differing interpretations, andwhich may be costly to comply with and may be inconsistent between countries and jurisdictions or conflict with other rules. We generallycomply with industry standards and are subject to the terms of our privacy policies and privacy-related obligations to third parties.We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and dataprotection, to the extent possible. However, it is possible that these obligations may be interpreted and applied in new ways or in amanner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices or that new regulationscould be enacted. Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to consumersor other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized releaseor transfer of sensitive information, which may include personally identifiable information or other user data, may result in governmentalenforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause consumers and power/recvehicle dealers to lose trust in us, which could have an adverse effect on our business. Additionally, if vendors, developers or otherthird parties that we work with violate applicable laws or our policies, such violations may also put consumer or dealer informationat risk and could in turn harm our reputation, business and operating results.

Ifwe are unable to successfully execute on cross-selling opportunities of our solutions the growth of our business and financial performancecould be harmed.

Ourability to generate growth partly depends on our ability to cross-sell solutions to existing customers and new customers. We have identifiedour ability to successfully cross-sell our solutions as a key part of our business strategy and therefore one of the most significantfactors influencing growth. We may not be successful in cross-selling our solutions because customers may find additional solutions unnecessary,unattractive or cost-ineffective. Failure to sell additional solutions to existing and new customers could negatively affect our abilityto grow our business.

Werely on internet infrastructure, bandwidth providers, other third parties and our own systems in providing certain of our solutions toour customers, and any failure or interruption in the services provided by these third parties or our own systems could negatively impactour relationships with customers, adversely affecting our brand and our business.

Ourability to deliver our solutions is dependent on the development and maintenance of the infrastructure of the internet and other telecommunicationsservices by third parties. This includes maintenance of a reliable network connection with the necessary speed, data capacity and securityfor providing reliable internet access and services and reliable telephone and facsimile services. As a result, our information systemsrequire an ongoing commitment of significant resources to maintain and enhance existing systems and develop new systems in order to keeppace with continuing changes in information technology, emerging cybersecurity risks and threats, evolving industry and regulatory standardsand changing preferences of our customers.

Oursolutions are designed to operate without interruption in accordance with our service level commitments. However, we have experiencedlimited interruptions in these systems in the past, including server failures that temporarily slow down the performance of our solutions,and we may experience more significant interruptions in the future. We rely on internal systems as well as vendors, including bandwidthand telecommunications equipment providers, to provide our solutions. We do not maintain redundant systems or facilities for some ofthese services. Interruptions in these systems, whether due to system failures, computer viruses, physical or electronic break-ins orother catastrophic events, could affect the security or availability of our solutions and prevent or inhibit the ability of our customersto access our solutions.

Ifa catastrophic event were to occur with respect to one or more of these systems or facilities, we may experience an extended period ofsystem unavailability, which could result in substantial costs to remedy those problems or negatively impact our relationship with ourpartners, our business, results of operations and financial condition. To operate without interruption, both us and our vendors mustguard against:

Anydisruption in the network access, telecommunications or co-location services provided by vendors, or any failure of or by vendors’systems or our own systems to handle current or higher volume of use could significantly harm our business. We exercise limited controlover these vendors, which increases our vulnerability to problems with services they provide. Any errors, failures, interruptions ordelays experienced in connection with these vendor technologies and information services or our own systems could negatively impact ourrelationships with partners and adversely affect our business and could expose us to liabilities. Although we maintain insurance forour business, the coverage under our policies may not be adequate to compensate us for all losses that may occur. In addition, we cannotprovide assurance that we will continue to be able to obtain adequate insurance coverage at an acceptable cost.

RisksRelating to Our Common Stock and this Offering

Weexpect to seek to raise additional funds in the future, which may be dilutive to stockholders or impose operational restrictions.

Weare currently seeking additional funding through equity and/or debt financing arrangements and we expect to raise additional capitalin the future to help fund development of our future expansion plans. If we raise additional capital through the issuance of equity orconvertible debt securities, the percentage ownership of our current stockholders will be reduced. We may also enter strategic transactions,compensate employees or consultants or settle outstanding payables using equity that may be dilutive. Our stockholders may experienceadditional dilution in net book value per share and any additional equity securities may have rights, preferences and privileges seniorto those of the holders of our common stock. If we cannot raise additional funds, we will have to delay development activities of ourexpansion plans.

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

Themarket price of our common stock has been volatile in the past and is likely to be highly volatile in the future because there has beena relatively thin trading market for our stock, which causes trades of small blocks of stock to have a significant impact on our stockprice. You may not be able to resell shares of our common stock following periods of volatility because of the market’s adversereaction to volatility.

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

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

Theprice per share of our common stock offered under this prospectus may not accurately reflect the value of your investment.

Theoffering price for shares of common stock offered under this prospectus has been determined by negotiation among us and the underwriters.We cannot predict the price at which our shares of common stock will trade upon the closing of the offering, and there can be no assurancethat an active and liquid trading market will develop after closing or, if developed, that such a market will be sustained at the offeringprice. In addition, if an active public market does not develop or is not maintained, holders of our shares of common stock may havedifficulty selling their shares.

Our management has broad discretion inusing the net proceeds from this Offering.

We have stated, in only a general manner, howwe intend to use the net proceeds from this offering. See “Use of Proceeds.” We cannot, with any assurance, be more specificat this time. We will have broad discretion in the timing of the expenditures and application of proceeds received in this offering. Ifwe fail to apply the net proceeds effectively, we may not be successful in implementing our business plan. You will not have the opportunityto evaluate all of the economic, financial or other information upon which we may base our decisions to use the net proceeds from thisoffering.

Thereis no public market for our warrants and we do not expect one to develop.

Weare offering warrants together with shares of common stock in this offering. The warrants are exercisable for additional shares of commonstock. There is no established public trading market for the warrants being offered in this offering, and we do not expect a market todevelop. In addition, while we are in the process of applying to have our shares of common stock and warrants sold in this offering listedon Nasdaq, if Nasdaq does not approve the listing of our common stock and warrants, we will not consummate this offering. There can beno assurance that our common stock and warrants will be listed on Nasdaq. Without an active market, the liquidity of our warrants willbe limited.

Warrantsare speculative in nature.

TheWarrants offered in this offering do not confer any rights of common stock ownership on their holders, such as voting rights or the rightto receive dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited periodof time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the common stockand pay an exercise price of $[ ] per share ([ ]% of the assumed public offering price per Unit), prior to five years from the dateof issuance, after which date any unexercised Warrants will expire and have no further value. In addition, there is no established tradingmarket for the Warrants and, although we have applied to list the warrants on Nasdaq, there can be no assurance that an active tradingmarket will develop.

Ifour shares of common stock or warrants are listed on a national exchange, we will be subject to potential delisting if we do notmeet or continue to maintain the listing requirements of the national exchange. Moreover, the cost of remaining compliant with the listingrequirements will be expensive.

Weintend to apply for our shares of common stock and warrants to become listed on a national exchange. An approval of our listing applicationby a national exchange will be subject to, among other things, our fulfilling all of the listing requirements of such national exchange.In addition, each national exchange has rules for continued listing, including, without limitation, minimum market capitalization andother requirements. Failure to maintain our listing, or de-listing from this market, would make it more difficult for shareholders todispose of our shares of common stock and more difficult to obtain accurate price quotations on our shares of common stock. This couldhave an adverse effect on the price of our shares of common stock. Moreover, the cost of remaining compliant with the listing requirementswill be expensive, and our Board of Directors has determined that the benefits of such listing outweigh the potential costs. IOur abilityto issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future,may also be materially and adversely affected if our shares of common stock or warrants are not traded on a national securities exchange.

Ifwe are delisted from the Nasdaq Capital Market, your ability to sell your securities could also be limited by the penny stock restrictions,which could further limit the marketability of your shares.

Ifour securities become listed on Nasdaq, and then subsequently delisted from Nasdaq, it could come within the definition of “pennystock” as defined in the Exchange Act and would then be covered by Rule 15g-9 of the Exchange Act. Rule 15g-9 imposes additionalsales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors.For transactions covered by Rule 15g-9, the broker-dealer must make a special suitability determination for the purchaser and receivethe purchaser’s written agreement to the transaction prior to the sale. Consequently, Rule 15g-9, if it were to become applicable,would affect the ability or willingness of broker-dealers to sell our securities, and accordingly would affect the ability of stockholdersto sell their securities in the public market. These additional procedures could also limit our ability to raise additional capital inthe future

Asignificant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the nearfuture. This could cause the market price of our common stock to significantly decrease, even if our business is doing well.

Salesof a substantial number of our shares of common stock in the public market could occur at any time. These sales, or the perception inthe market that these sales may occur, could result in a decrease in the market price of our shares of common stock. Immediately afterthis offering, we will have outstanding        shares of common stock, based on the number of shares ofcommon stock outstanding as of          , 2021. This includes the shares that we are sellingin this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates or existingshareholders. Of the remaining shares,             shares are currently restrictedas a result of securities laws or 90-day or 180-day lock-up agreements (which may be waived, with or without notice, by the Representative)but will be able to be sold beginning 90 or 180 days, as applicable, after this offering, unless held by one of our affiliates, in whichcase the resale of those securities will be subject to volume limitations under Rule 144 of the Securities Act of 1933, as amended. See“Shares Eligible for Future Sale.” Once we register these shares, they can be freely sold in the public market, subjectto volume limitations applicable to affiliates and the lock-up agreements referred to above and described in the section of this prospectusentitled “Underwriting.”

Wecannot assure you that the common stock will be liquid or that it will remain listed on a securities exchange.

Wecannot assure you that we will be able to maintain the listing standards of           or any other national market. If we are delisted from any national market, then our common stock will not trade. In addition, delistingof our common stock could further depress our stock price, substantially limit liquidity of our common stock and materially adverselyaffect our ability to raise capital on terms acceptable to us, or at all. Delisting could also have other negative results, includingthe potential loss of confidence by suppliers and employees, the loss of institutional investor interest and fewer business developmentopportunities.

We are an emerging growth and smallerreporting company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth and smaller reportingcompanies will make our common stock less attractive to investors.

We are an emerging growthcompany, as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012. For as long as we continue to be anemerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companiesthat are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reportsand proxy statements, and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholderapproval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years followingthe year in which we complete this offering, although circumstances could cause us to lose that status earlier. We will remain an emerginggrowth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of this offering,(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,which requires the market value of our common stock that is held by non-affiliates to exceed $700 million as of the prior September 30^th,and (ii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period.

Underthe JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standardsapply to private companies. We have elected to not “opt out” of this exemption from complying with new or revised accountingstandards and, therefore, we will adopt new or revised accounting standards at the time private companies adopt the new or revised accountingstandard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition periodor (ii) no longer qualify as an emerging growth company.

Evenafter we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which wouldallow us to continue to take advantage of many of the same exemptions from disclosure requirements, including not being required to complywith the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executivecompensation in this prospectus and our periodic reports and proxy statements. We cannot predict if investors will find our common stockless attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there maybe a less active trading market for our common stock and our stock price may be more volatile.

Ourreverse stock split may not result in a proportional increase in the per share price of our common stock.

Theeffect of the reverse stock split on the market price for our common stock cannot be accurately predicted. In particular, we cannot assureyou that the prices for shares of the common stock after the reverse stock split will increase proportionately to prices for shares ofour common stock immediately before the reverse stock split. The market price of our common stock may also be affected by other factorswhich may be unrelated to the reverse stock split or the number of shares outstanding.

Furthermore,even if the market price of our common stock does rise following the reverse stock split, we cannot assure you that the market priceof our common stock immediately after the proposed reverse stock split will be maintained for any period of time. Moreover, because someinvestors may view the reverse stock split negatively, we cannot assure you that the reverse stock split will not adversely impact themarket price of our common stock. Accordingly, our total market capitalization after the reverse stock split may be lower than the marketcapitalization before the reverse stock split.

Weprovide indemnification of our officers and directors and we may have limited recourse against these individuals.

OurArticles of Incorporation and Bylaws contain broad indemnification and liability limiting provisions regarding our officers and directors,including the limitation of liability for certain violations of fiduciary duties. If we were called upon to indemnify an officer or director,then the portion of our available funds expended for that purpose would reduce the amount otherwise available for our business. The indemnificationobligations and the resultant costs associated with indemnification may also discourage us from bringing a lawsuit against our directorsand officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our shareholdersagainst our directors and officers even though such actions, if successful, might otherwise benefit us and our shareholders. We wouldbear the expenses of such litigation for any of its directors or officers upon such person’s promise to repay us if it is ultimatelydetermined that any such person shall not have been entitled to indemnification. This could result in significant expenditures whichwe may be unable to recoup.

Wehave never paid dividends and do not anticipate paying any dividends to holders of our shares of common stock for the foreseeable future.

Wehave never paid cash dividends on our common stock and do not anticipate paying any for the foreseeable future. Payment of any futuredividends will be at the discretion of our board of directors after considering many factors, including our earnings, operating results,financial condition and current and anticipated cash needs. As a result, investors may not receive any return on an investment in ourshares of common stock unless they sell their shares of common stock for a price greater than that which such investors paid for them.

CAUTIONARYSTATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events.You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statementsinvolve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability,our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital. Forward-lookingstatements are generally identifiable by the use of words like “may,” “will,” “should,” “anticipate,”“estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,”“expects,” “management believes,” “we believe,” “we intend” or the negative of thesewords or other variations on these words or comparable terminology. These forward-looking statements may be found under the sectionsentitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,”as well as in this prospectus generally. In particular, this prospectus includes statements relating to future actions, prospective products,market acceptance, future performance or results of current and anticipated products, sales efforts, expenses, and the outcome of contingenciessuch as legal proceedings and financial results.

Examplesof forward-looking statements in this prospectus include, but are not limited to, our expectations regarding our business strategy, abilityto complete and recognize the benefits from acquisitions, business prospects, operating results, operating expenses, working capital,liquidity and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others,assumptions regarding demand for our products, the cost, terms and availability of components, pricing levels, the timing and cost ofcapital expenditures, competitive conditions and general economic conditions. These statements are based on our management’s expectations,beliefs and assumptions concerning future events affecting us, which in turn are based on currently available information. These assumptionscould prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable,our expectations may prove to be incorrect.

Importantfactors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-lookingstatements include, but are not limited to:

Weoperate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predictall of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actualresults to differ materially from those contained in any forward-looking statement. The forward-looking statements in this prospectusare based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements,you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the datethey are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in lightof new information, future events, or otherwise

USEOF PROCEEDS

Weexpect to receive net proceeds from this offering of approximately $    (assuming a public offering price of $      per Unit, as set forth on the cover page of this prospectus), after deducting the underwriting discounts and commissions and estimatedoffering expenses of approximately $    payable by us. Each $1.00 increase (decrease) in the assumed public offering priceof $    per share would increase (decrease) the net proceeds to us from this offering by approximately $   million, after deducting the underwriting discount and estimated offering expenses payable by us.

We intendto direct the net proceeds of the offering as follows:

Asof December 31, 2020, and June 30, 2021, we had cash balances of $2.1 million and $2.4 million, respectively. Over the last several years,we have been substantially dependent on funding our pharmacy acquisitions and operations through the private sale of debt securities.Of the $2.5 million as of June 30, 2021, in convertible debt, including accrued interest of $0.7 million, bearing interest at 10% perannum that we have issued and outstanding, approximately $1.8 million in principal will come due in 2022.

The underwritershave an option to purchase up to additional shares of our common stock and/or additional warrants to purchase common stock at the publicoffering price less the underwriting discounts and commissions within 30 days after the date of this prospectus to cover over-allotments,if any, made by the underwriters to investors from whom orders were solicited prior to the date of this prospectus. Exercise of thisoption in full would result in additional net proceeds to us of approximately $   . All of such additional net proceedswould be used as described above in this section.

DIVIDENDPOLICY

Wedo not currently anticipate paying any dividends to our shareholders in the foreseeable future. We currently expect to retain all futureearnings, if any, for use in the operation and expansion of our business. Any determination to pay dividends in the future will be atthe discretion of our Board of Directors and will depend upon results of operations, financial performance and condition, capital requirements,restrictions imposed by applicable law, other factors our Board of Directors deems relevant and contractual restrictions under our debtagreements including those discussed under “Our Business—Material Agreements” and “Management’s Discussionand Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in this prospectus. As a result,capital appreciation, if any, of our common stock will be your sole source of gain from your purchase of our common stock for the foreseeablefuture.

CAPITALIZATION

Thefollowing table sets forth our cash and capitalization as of June 30, 2021 on:

Theinformation below is illustrative only and our cash and capitalization following the completion of this offering will be based on theactual public offering price and other terms of this offering determined at pricing. You should read this table together with “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and relatednotes included elsewhere in this prospectus.

DILUTION

Ifyou invest in our common stock, your ownership interest will be immediately diluted to the extent of the difference between the publicoffering price per share of our common stock in this offering and the net tangible book value per share of common stock upon completionof this offering.

Nettangible book value per share of common stock represents the amount of our total tangible assets less total liabilities, divided by thenumber of shares of common stock outstanding. Our net tangible book value as of June 30, 2021 was $           , or $            per share of common stock, based upon shares of common stockoutstanding as of such date.

Investorsparticipating in this offering will incur immediate, substantial dilution. After giving effect to the sale of shares of our common stockby us at the public offering price of $            per share, and after deductingthe estimated underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value as ofSeptember 30, 2021 would have been approximately $            , or approximately$            per share of common stock.

Thisrepresents an immediate increase in net tangible book value of $            pershare to existing common stock shareholders, and an immediate dilution of $       per share to investorsparticipating in this offering. If the public offering price is higher or lower, the dilution to new shareholders will be greater orlower, respectively.

Thefollowing table illustrates this dilution on a per share basis:

A$1.00 increase (or decrease) in the assumed public offering price of $ per share, which is the assumed public offering price set forthon the cover page of this prospectus, would increase (or decrease) the as adjusted net tangible book value per share of common stockafter this offering by approximately $ , and dilution in net tangible book value per share of common stock to new investors by approximately$ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deductingestimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise in fulltheir option to purchase additional shares of our common stock in this offering, the as adjusted net tangible book value after this offeringwould be $ per share, the increase in net tangible book value to existing shareholders would be $ per share and the dilution to new investorswould be $ per share, in each case assuming a public offering price of $ per share, which is assumed public offering price set forthon the cover page of this prospectus.

Thefollowing table summarizes, as of the date of this prospectus, the differences between our existing shareholders and new investors withrespect to the number of shares of our common stock purchased from us, the total consideration paid and the average price per share paid.The calculations with respect to shares purchased by new investors in this offering reflect the public offering price of $ per share,which is assumed public offering price set forth on the cover page of this prospectus, before deducting estimated underwriting discountsand commissions and estimated offering expenses payable by us:

Ifthe underwriters exercise their option to purchase an additional [ ] shares of our common stock in full, our existing shareholders wouldown [ ] % and our new investors would own [ ]% of the total number of shares of our common stock outstanding following this offering.

Theoutstanding share information in the table above is based on shares of our common stock outstanding as of June 30, 2021, and:

MARKETFOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MarketInformation

Ourcommon stock is qualified for quotation on the OTC Markets-OTCQB under the symbol “RXMD” and has been quoted on the OTCQBsince March 16, 2010. Previously, our common stock was quoted on the OTC Markets-OTC Pink Current, under the symbol “RXMD.”

Ourintention is to list our common stock and warrants on Nasdaq under the symbols ” ” and ” W”, respectively.The approval of our listing on Nasdaq is a condition of closing this offering. No assurance can be given that our application will beaccepted.

Thefollowing table sets forth the range of the high and low bid prices per share of our common stock for each quarter as reported in theover-the-counter markets. These quotations represent interdealer prices, without retail markup, markdown or commission, and may not representactual transactions. There currently is a liquid trading market for our common stock. There can be no assurance that a significant activetrading market in our common stock will develop, or if such a market develops, that it will be sustained.

On        , the closing price for our common stock on the OTCQB Market was $        ($         pre-reverse split) per share with respect to an insignificant volume of shares.

Thevolume of shares traded on the OTCQB Market was insignificant and therefore, does not represent a reliable indication of the fair marketvalue of these shares.

Holders

Accordingto the records of our transfer agent, as of September 30, 2021, there were approximately 209 record holders of our common stock. Thenumber of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nomineesor other fiduciaries.

Dividends

Wehave never paid any cash dividends on our common stock. We currently anticipate that we will retain all future earnings for use in ourbusiness. Consequently, we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends in the futurewill depend upon our results of operations, as well as our short-term and long-term cash availability, working capital, working capitalneeds, and other factors as determined by our Board of Directors. Currently, except as may be provided by applicable laws, there areno contractual or other restrictions on our ability to pay dividends if we were to decide to declare and pay them.

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Thefollowing discussion should be read in conjunction with the attached audited consolidated financial statements and notes thereto. Inaddition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties andassumptions. Where possible, we have tried to identify these forward-looking statements by using words such as “anticipate,”“believe,” “intends” or similar expressions. Our actual results may differ materially from those anticipatedby the forward-looking statements due to important factors and risks including, but not limited to, those set forth under “RiskRelated to our Business” beginning on page 13 of this Prospectus.

Overview

ProgressiveCare Inc. was incorporated under the laws of the state of Delaware on October 31, 2006 under the name Progressive Training, Inc. We changedour name to Progressive Care Inc. in connection with a merger with Progressive Care Inc. on November 23, 2010. Progressive, through itswholly-owned subsidiaries, PharmCo, LLC (referred to as “PharmCo 901”), Touchpoint RX, LLC doing business as PharmCo Rx 1002,LLC (referred to as “PharmCo 1002”), Family Physicians RX, Inc. doing business as PharmCoRx 1103 and PharmCoRx 1204 (referredto as “FPRX” historically or “PharmCo 1103” and “PharmCo 1204” currently) (pharmacy subsidiariescollectively referred to as “PharmCo”), and ClearMetrX Inc. (collectively with all entities referred to as the “Company”,or “we”) is a personalized healthcare services and technology company which provides prescription pharmaceutical and riskand data management services to healthcare organizations and providers.

Weprovide Third Party Administration (“TPA”), data management, COVID-19 related diagnostics and vaccinations, prescriptionpharmaceuticals, compounded medications, tele-pharmacy services, anti-retroviral medications, medication therapy management, the supplyof prescription medications to long term care facilities, medication adherence packaging, contracted pharmacy services for 340B CoveredEntities under the 340B Drug Discount Pricing Program, and health practice risk management. We are focused on improving lives of patientswith complex chronic diseases through our partnerships with patients, payors, pharmaceutical manufacturers and distributors, and physicians.We offer a broad range of innovative solutions to address the dispensing, delivery, dosing, and reimbursement of clinically intensive,high-cost drugs.

In2020 and 2019, per EQuIPP^® (” Electronic Quality Improvement Platform for Plans and Pharmacies”), a performanceinformation management tool that provides standardized, benchmarked data to help shape strategies and guide medication-related performanceimprovement, our performance score was five-stars with a relative ranking in the top 20% of all pharmacies.

PharmCoprovides contracted pharmacy services for 340B Covered Entities under the 340B Drug Discount Pricing Program. Under the terms of theseagreements, we act as a pass through for reimbursements on prescription claims adjudicated on behalf of the 340B Covered Entities inexchange for a dispensing fee per prescription. These fees vary by the covered entity and the level of service provided by us.

TheCOVID-19 pandemic has created several hurdles for the pharmacy industry, but our history of patient care management and same-day freehome delivery resulted in more recommendations from physicians and new patients using our pharmacies. We currently own and operate fourpharmacies, which generate most of our revenues. Our pharmacy revenues were 88% and 103% of total revenues for the six months ended June30, 2021 and 2020, respectively. Pharmacy revenues were 95% and 99% of total revenues for the years ended December 31, 2020 and 2019,respectively.

Ourrevenue is derived from customized care management programs we deliver to our patients, including the dispensing of their medications.We also provide patient health risk reviews and free same-day delivery.  

Ourfocus is on complex chronic diseases that generally require multiyear or lifelong therapy, which drives recurring revenue and sustainablegrowth. Our pharmacy services revenue growth is from our expanding breadth of services, new drugs coming to market, new indications forexisting drugs, volume growth with current clients, and addition of new customers due to our focus on higher patient engagement, benefitof free delivery to the patient, and clinical expertise. We also expect expanded revenue growth through the signing of new contract pharmacyservice and data management contracts with 340B Covered Entities and expansion of data management and analytics services to healthcareorganizations.

Weformed ClearMetrX in June 2020, the Company’s first wholly-owned data management company with services designed to support healthcare organizations across the country. We believe Artificial Intelligence (“AI”) will improve preventive healthcare by helpingphysicians make informed decisions in the medication therapy management process. Through ClearMetrX, third party administrative and datamanagement fees for the three and six months ended June 30, 2021, was approximately $0.2 million and $0.4 million. These fees have grossmargins significantly greater than those generated from our pharmacy operations. ClearMetrX focuses on providing insights and technologicaldevelopment. The Company has transitioned data service customers from the pharmacies to the ClearMetrX platform to better scale the productsand improve the capabilities of existing analytics options.

Accordingto data provided to Drug Channels by HRSA, discounted 340B purchases were at least $29.9 billion in 2019 with a compound averagegrowth rate of 27.1% from 2014 through 2019. ClearMetrX includes data management and TPA services for 340B Covered Entities, pharmacyanalytics, and programs to manage HEDIS Quality Measures including Medication Adherence. These offerings cater to the glaring need forfrontline providers to understand best practices, patient behaviors, care management processes, and the financial mechanisms behind thesedecisions. We provide data access, and also deliver actionable insights that providers and support organizations can use to improve theirpractice and patient care. The company TPA services include management of wholesale accounts and contract pharmacies, patient eligibilitywith regard to the 340B drug program, development and review of 340B policies and procedures, and management of receivables.

Wehave isolated and prioritized key marketing methods which have yielded the lowest cost of customer acquisition and the most opportunityfor growth. Social media, website maintenance, and thought leadership are being optimized to promote brand awareness and recognition,which increases the likelihood of securing physician referrals and customer loyalty. As a result, net pharmacy revenue for the threemonths ended June 30, 2021 and 2020 was approximately $9.6 million and $9.2 million , respectively, which included revenue fromCOVID-19 testing of approximately $1.1 million in 2021. We have filled approximately 107,000 and 126,000 prescriptions during the threemonths ended June 30, 2021 and 2020, respectively, a 15% year over year decrease in the number of prescriptions filled. Net pharmacyrevenue for the six months ended June 30, 2021, and 2020 was approximately $19.2 million and $18.3 million, respectively, which includedrevenue from COVID-19 testing of approximately $1.6 million in 2021. We have filled over 223,000 and 258,000 prescriptions during thefirst six months of 2021 and 2020, respectively, a 14% year over year decrease in the number of prescriptions filled. The decrease inprescriptions filled and pharmacy revenues are due to several factors and as follows:

(a)The COVID-19 impact on our workforce, which resulted in employee absences due to employees contracting the virus or out of work to carefor sick family members. Furthermore, a number of our employees had issues with childcare/remote schooling that prevented them from workingfull time hours;

(b)We experienced challenges in the labor market as it relates to hiring new employees due to fewer workers seeking employment since unemploymentbenefits were extended and increased, which resulted in an overall smaller selection of properly qualified workers. We have experiencedcompetition from our larger competitors that provide similar services and offered higher hourly compensation and sign-on bonuses;

(c)Difficulties in implementing our new pharmacy software during the six-month period at our PharmCo 901 and PharmCo 1103 locations;

d)Downtime experienced moving our PharmCo 901 operations from North Miami Beach to Hallandale Beach towards the end of 2020/beginning of2021, and temporary closure of the North Miami Beach location during that time; and

e)Moving of our PharmCo 1103 Orlando pharmacy to a new facility in Orlando.

Itis difficult to predict whether these conditions will be recurring given recent COVID-19 pandemic conditions in Florida.

Wehave experienced a significant growth in the number of prescriptions filled under our 340B contracts with healthcare providers. Dispensingfee and third party administration revenue earned on these contracts increased over 64% for the three months ended June 30, 2021 as comparedto the same period in 2020 ($0.7 million in 2021; $0.4 million in 2020). Revenue under the 340B contracts were $1.4 million and $0.6million for the six months ended June 30, 2021, and 2020, respectively, a 127% year over year increase.

Perthe discussion above, the disruptions in pharmacy operations ultimately led to a downturn in customer service and negatively affectedour patient retention and growth. We recognized the inefficiencies caused by the disruptions in our pharmacy operations and are activelyworking on improving our current processes. We have also improved our marketing efforts primarily in the Orlando area as we have greatlyexpanded our capacity to serve patients from our new Orlando pharmacy. We expect that our patient numbers will return to or exceed theirformer levels in the coming months.

Wecontinue to experience an overall reduction in the gross profit per drug prescribed predominantly in high cost brand drugs where in manycases reimbursements are at or below dispensed drug costs. Our gross profit per prescription continued to be eroded through increasesin contractual rate adjustments such as generic and brand effective rates. We continue to promote the health and well-being of the communitythrough ensuring necessary medications are received by the patient regardless of cost to us, and we are working with physicians and patientsalike to optimize medication practices to dispense drugs that do not result in losses.

Wehave incurred and may continue to incur operating losses in the foreseeable future. For the years ended December 31, 2020 and December31, 2019 we had net revenue from continuing operations of $38.9 million and $32.6 million, respectively. For the years ended December31, 2020 and 2019, we had net losses from continuing operations of $(1.4) million and $(2.5) million, respectively. For the six monthsended June 30, 2021, we had net revenue of $19.2 million, and a net loss of $(0.2) million, respectively. As of June 30, 2021, and December31, 2020, we had cash balances of $2.4 million and $2.1 million, respectively. Over the last several years, we have been substantiallydependent on funding our pharmacy acquisitions and operations through the private sale of debt securities. As of June 30, 2021, and December31, 2020, the convertible debt balances issued and outstanding were $1.8 million and $2.9 million, respectively, bearing interest at10% per annum and approximately $1.8 million will come due in 2022. These debt securities are convertible into our shares of common stockat variable prices based on the lowest closing trading prices prior to the conversion.

Managementexpects that future growth will be driven by new data management and virtual healthcare service lines; expansion of 340B Covered EntitiesThird Party Administrative services; market penetration in existing geographies; development of enhanced healthcare B2B services; developmentof cash based products and services; and continued implementation of Medication Therapy Management (“MTM”) protocols.

Wealso expect future acquisitions, which could provide continued expansion into new market territories; diversification into direct healthcareservice relationships and cash based products; concentrated efforts toward developing our compliance and adherence services providedto medical providers; and enhancement of technological opportunities that boost loyalty and customer satisfaction.

Additionally,profitability and cash flow will be positively impacted by the elimination of non-recurring expenses and diversification to revenue streamsoutside of the third-party insurance payor model.

InFebruary 2021, we entered into a service agreement with EagleForce Health, LLC to integrate its proprietary telehealth platform, called“myVax”, and develop a platform for the Company’s Digital Passport for COVID-19 testing and vaccination results. Theplatform was launched on July 20, 2021 and is capable of managing an individual’s COVID-19 vaccine and test records. Once a PharmcoRxmyVax profile has been created, patients have a secure way to store health records, including testing records, vaccination records, medications,vitals, and passport data. It is also capable of tracking vital health data from smart watches and other smart devices. The myVax Passportwill serve as an easy and secure way to store and manage verifiable COVID-19 related records for traveling or work purposes. This providesa powerful tool for various processes that the Company believes will come to depend upon accurate real-time virus spread risk abatement,including merchants such as cruise lines, airlines, sports venues, high-population-density, manufacturing, packing, or shipping facilities,and institutions such as school districts, universities, court proceedings, public transportation systems, and other service providers.

COVID-19Pandemic

Globalhealth concerns relating to the outbreak of COVID-19 continue to have an impact on the economies of the U.S. and around theworld. We believe COVID-19’s impact on our business, financial condition and operating results primarily will be driven by thegeographies impacted and the severity and duration of the pandemic, as well as the pandemic’s impact on the U.S. and global economies,consumer behavior and health care utilization patterns. In addition, the outbreak has resulted in authorities implementing numerous measuresto reduce the transmission of the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders, and businessshutdowns. These measures may not effectively combat the severity and/or duration of the COVID-19 pandemic. The ultimate extent of theimpact of any epidemic, pandemic, outbreak, or other public health crisis on our business, financial condition and results of operationswill depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerningthe severity of such epidemic, pandemic, outbreak, or other public health crisis and actions taken to contain or prevent further spread,among others. Accordingly, we cannot predict the extent to which our business, financial condition and results of operations will beaffected. We will continue to work diligently with our partners and stakeholders to continue supporting patient access to their prescribedmedications to the extent safe to do so for patients, caregivers and healthcare practitioners, as well as ensuring the continuity ofour supply chain. Specific COVID-19 related impacts on the Company during the six months ended June 30, 2021, and 2020 are further describedbelow.

Duringthe third quarter of 2020, the Company launched an aggressive expansion of its COVID-19 testing service registered through the FDA underits Emergency Use Authorization (“EUA”) guidelines, featuring Polymerase Chain Reaction (“PCR”) and Antigen testingsystems that produces rapid detection of the SARS-CoV-2 virus, and Antibody testing to detect the presence of IGG and IGM antibodiesin the blood with market-leading accuracy in 15 to 45 minutes. The systems we use for Rapid Detection of the SARS-CoV-2 virus is a moleculartest using a lab technique called PCR, an antigen-based testing system designed to detect proteins from the virus that causes COVID-19,and COVID-19 IgG/IgM Rapid Test Cassette authorized for the detection of antibodies to SARS-CoV-2 in human venous whole blood. The Companyprovides these new testing systems to patients at its North Miami Beach, Hallandale Beach, Palm Springs and Orlando locations. Our testingsites are equipped with analyzers capable of detecting positive or negative COVID-19 results within minutes. Each Site is operated byclinically trained Pharmacy staff and administering tests on and off site. The Company has established a reputation of a reliable testingpartner and currently provides testing services to international travelers and international airlines, chain restaurants, US and internationalproduction and entertainment companies, and local healthcare communities. The Company has been able to build an Ecosystem that allowsa patient, employer, or coordinator in-charge to chat with the company’s support team, schedule a test, pay for the test, and atthe point of arrival to the site by scanning a QR code from a mobile devise create a profile and access test results. Using the sameEcosystem, the companies support staff is able to manage the entire patients journey and provide automated reporting of the results toregulatory authorities, supervisors and coordinators in-charge. For the three and six months ended June 30, 2021, we earned approximately$1.1 million and $1.6 million from COVID-19 testing.

DuringApril 2021, we received a large inventory of Moderna vaccine, which represent 2,000 doses and began distribution to customers. The companyis providing vaccinations at the pharmacy locations as well as administering vaccines at locations such as long-term care facilities,clinics, community centers and vaccination events carried out in partnership with various community organizations. We are also playingan imperative role in helping to educate our patients and the residents of our surrounding communities on the safety, importance, andvalue of vaccinations that protects against COVID-19.

Productsand Services and their Markets

Pharmacyoperations

Weprovide prescription pharmaceuticals, compounded medications, tele-pharmacy services, anti-retroviral medications, medication therapymanagement, the supply of prescription medications to long term care facilities, contracted pharmacy services for 340B Covered Entitiesunder the 340B Drug Discount Pricing Program, and health practice risk management. We improve the lives of patients with complex chronicdiseases through our partnerships with patients, payors, pharmaceutical manufacturers and distributors, and physicians. We offer a broadrange of innovative solutions to address the dispensing, delivery, dosing, and reimbursement of clinically intensive, high-cost drugs.We also provide patient health risk reviews and free same-day delivery. On a trailing twelve months we fill on average approximately41,000 prescriptions per month. We believe we are well positioned to continue expanding our market share in the pharmacy industry.

Weoffer a variety of value-added services for no additional charge that further encourage satisfaction across all medication stake holdersand enhance loyalty and key performance metrics. These services include language support for broad demographics, prior authorizationassistance, same-day home-medication delivery, on site provider consultation services, reporting and analytics, customized medicationadherence packaging solutions, and patient advocacy. Our pharmacies accept most major insurance plans and provide access to co-pay assistanceprograms, discount and manufacturer coupons, and competitive cash payment options. We sell common blood pressure, statin and other commondrugs, and dispense either brand name or generic drugs according to the doctor’s prescription. We also offer e-commerce of over-the-counterproducts, certain disease testing, and vaccinations.

Weenhance patient adherence to complex drug regimens, collect and report data, and ensure effective dispensing of medications to supportthe needs of patients, providers, and payors. Our patient and provider support services ensure appropriate drug initiation, facilitatepatient compliance and persistence, and capture important information regarding safety and effectiveness of the medications that we dispense.

Wehave filled over 223,000 prescriptions during the six months ended June 30, 2021, compared to 258,000 prescriptions for the same periodin 2020. In 2020 and 2019, per EQuIPP^®, a performance information management tool that provides standardized, benchmarkeddata to help shape strategies and guide medication-related performance improvement, our performance score was five stars with a relativeranking in the top 20% of all pharmacies in the U.S. Primary care physicians similarly are measured based on chronic care management,the results of which impact their annual revenue. This creates incentive for physicians to refer patients to pharmacies that have highperformance scores. As a result of our pharmacy performance and value-added services, we have helped retain customers and attract newones. This has resulted in the receipt of performance incentives from PBMs of approximately $0.9 million and $0.7 million for the yearsended December 31, 2020 and 2019, respectively.

Weprovide contracted pharmacy services for 340B Covered Entities under the 340B Drug Discount Pricing Program. The drugs are owned by the340B Covered Entity up until sale, so we do not incur out of pocket costs for this drug inventory. Under the terms of these agreements,we act as a pass through for reimbursements on prescription claims adjudicated on behalf of the 340B Covered Entities and receive a dispensingfee per prescription. These fees vary by the covered entity and the level of service we provide.

Forour LTC customers, we provide purchasing, custom packaging and dispensing of both prescription and non-prescription pharmaceutical products.We utilize a best practice unit-of-dose packaging system as opposed to the traditional vials, using the same robotic packaging systemscurrently used by chain, mail order, and large-scale pharmacies. We also provide computerized maintenance of patient prescription histories,third party billing and consultant pharmacist services. Our consultant pharmacy services consist primarily of evaluation of monthly patientdrug therapy, as well as monitoring the institution’s drug distribution system.

Wecurrently deliver prescriptions to Florida’s diverse population and ship compounded medications to patients in states where wehold non-resident pharmacy licenses as well. We hold a community pharmacy permit in Florida and we hold non-resident pharmacy licensesthat allow us to dispense to patients in the following states: Arizona, Colorado, Connecticut, Georgia, Illinois, Minnesota, Nevada,New Jersey, New York, Pennsylvania, Texas, and Utah. We are able to dispense to patients in the state of Massachusetts without a non-residentpharmacy license because Massachusetts does not require such a license for these activities.

DataManagement Services