Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3)
to Prospectus Dated December 1, 2004 Registration File No. 333-114604
[ITRAX LOGO OMITTED]
15,850,436 SHARES OF COMMON STOCK
The prospectus supplement supplements the information contained in the
prospectus of I-trax, Inc. dated December 1, 2004, relating to potential resale
from time to time of up to 13,851,550 shares of our common stock and up to
1,998,886 shares of our common stock issuable upon the conversion of outstanding
Series A Convertible Preferred Stock.
SELLING SECURITY HOLDERS
The following table supplements the information set forth in the
prospectus under the caption "Selling Security Holders" with respect to the
shareholders offering shares of our common stock pursuant to this prospectus, as
amended or supplemented, and regarding ownership of shares of our common stock
prior to and after such offering by those shareholders. The information
regarding selling security holders is being supplemented to disclose that a
selling shareholder has donated certain of her shares and to add the donees as
selling shareholders with respect to the donated shares. The information set
forth herein is as of January 20, 2005.
Number of Shares of Common Number of Shares Common Common Stock Owned After
Name of Selling Shareholder Stock Owned Before Offering Stock Offered Offering
Common Stock Common Stock
underlying underlying
preferred Common preferred Number of
Common Stock stock Stock stock Shares Percentage
-------------------------------------------- --------------- --------------- ------------ --------------- -------------- -----------
Susan M. Mathews (1) (2) 1,354,824 213,591 1,354,824 213,591 -- --
Brendan Mathews as Custodian for Fiona
Clare Mathews 2,277 -- 2,277 -- -- --
Colin Mathews & Stephanie Iverson 56,947 -- 56,947 -- -- --
Devin R. Mathews 56,947 -- 56,947 -- -- --
(1) Common Stock holdings include 412,146 shares of common stock that were
issued to an escrow agent in connection with our acquisition of CHD
Meridian Healthcare that may be issued to Susan M. Mathews upon the
occurrence of certain conditions. Ms. Mathews has voting power but not
dispositive power with respect to the shares held in escrow.
(2) Effective December 31, 2004, Ms. Mathews donated 116,171 shares of our
common stock to the family members identified in the table.
The Date of this Prospectus Supplement is January 20, 2005