What changed in this filing

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Item 1. Financial Statements

2021-08-04 compared with 2021-05-06 · 255 added, 364 removed, 118 unchanged (84% of the section changed)

2 unchanged sentences

10-Q are as follows:

Condensed Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020 (unaudited);

Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 (unaudited);

Condensed Consolidated Statements of Changes in Stockholders’

Equity for the three months ended March 31, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (unaudited);

Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020 (unaudited);

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020 (unaudited);

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2021 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2020 (unaudited)

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited);

Notes to Condensed Consolidated Financial Statements (unaudited).

OPTIMIZERx CORPORATION

CONDENSED CONSOLIDATED

BALANCE SHEETS (UNAUDITED)

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

Current Assets

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Patent rights, net

Right of use assets, net

Other intangible assets, net

Security deposits and other assets

Right of use assets, net

Other assets and deposits

Total Other Assets

$ 131,623,380

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable –

Accounts payable – trade

Accrued expenses

9 unchanged sentences

Commitments and contingencies (See Note 8)

Stockholders’

Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2021 or December 31, 2020

Common stock, $0.001 par value, 166,666,667 shares authorized, 17,260,588 and 15,223,340 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively

Stockholders’ Equity

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, no issued and outstanding at June 30, 2021 or December 31, 2020

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 17,495,429 and 15,223,340 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

Additional paid-in-capital

2 unchanged sentences

( 35,631,737 )

Total Stockholders’

TOTAL LIABILITIES AND STOCKHOLDERS’

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 131,623,380

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For the Three Months

Ended March 31,

TOTAL REVENUE

For the Six Months

COST OF REVENUES

OPERATING EXPENSES

LOSS FROM OPERATIONS

INCOME (LOSS) FROM OPERATIONS

( 1,055,813 )

( 3,315,065 )

OTHER INCOME (EXPENSE)

Interest income

TOTAL OTHER INCOME

LOSS BEFORE PROVISION FOR INCOME TAXES

Change in Fair Value of Contingent Consideration

TOTAL OTHER INCOME (EXPENSE)

INCOME(LOSS) BEFORE PROVISION FOR INCOME TAXES

( 1,077,468 )

( 3,281,399 )

PROVISION FOR INCOME TAXES

NET INCOME (LOSS)

$ ( 1,077,468 )

WEIGHTED AVERAGE SHARES OUTSTANDING

NET LOSS PER SHARE

$ ( 285,277 )

$ ( 3,281,399 )

WEIGHTED AVERGE SHARES OUTSTANDING

EARNINGS (LOSS) PER SHARE

The accompanying notes are an integral part of

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND

IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Balance January 1, 2021

6 unchanged sentences

( 36,269,114 )

Shares issued as board compensation

Shares issued for stock options exercised

Stock-based compensation expense

Balance June 30, 2021

$ 160,574,661

$ ( 35,917,014 )

Additional Paid in

$ 124,675,142

The accompanying notes are an integral part of

these condensed consolidated financial statements.

OPTIMIZERx CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Balance January 1, 2020

3 unchanged sentences

Stock-based compensation expense

( 2,203,931 )

Balance March 31, 2020

( 35,628,541 )

Shares issued as board compensation

Shares issued for stock options exercised

Stock-based compensation expense

( 1,077,468 )

Balance June 30, 2020

$ ( 36,706,009 )

The accompanying notes are an integral part of

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months

Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 285,277 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

$ ( 3,281,399 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation, amortization, and non-cash lease expense

Stock-based compensation

Stock issued for board service

Stock issued for board services

Provision for loss on accounts receivable

Change in fair value of contingent consideration

Accounts receivable

(1,643,495 ))

Prepaid expenses and other assets

( 1,785,422 )

Accounts payable

Revenue share payable

( 1,628,556 )

Accrued expenses and other liabilities

1 unchanged sentence

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

CASH FLOWS USED IN INVESTING ACTIVITIES:

Purchase of intangible assets

( 3,611,183 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of equipment

Purchase of intangible assets

NET CASH USED IN INVESTING ACTIVITIES

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:

Proceeds from public offering of common

stock, net of offering costs

Proceeds from exercise of stock options

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from public offering of common stock, net of commission costs

Proceeds from the exercise of options

Payment of contingent consideration

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

( 1,610,813 )

( 1,389,188 )

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

( 1,102,205 )

NET INCREASE IN CASH AND CASH EQUIVALENTS

( 4,738,386 )

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

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STATEMENTS (UNAUDITED)

MARCH 31, 2021

NOTE 1 –

NATURE OF BUSINESS AND BASIS OF

JUNE 30, 2021

NOTE 1 – NATURE OF BUSINESS AND BASIS OF

The accompanying condensed consolidated financial statements include

OptimizeRx Corporation and its wholly owned subsidiaries (collectively, the “Company”, “we”, “our”,

or “us”).

OptimizeRx Corporation and its wholly owned subsidiaries (collectively, the “Company”, “we”, “our”,

We are a digital health company that provides

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and millions of patients through a proprietary network, the OptimizeRx digital health platform helps patients afford and stay on medications.

The platform unlocks new patient and physician touchpoints for life science companies along the patient journey, from point-of-care, to

retail pharmacy, through mobile patient engagement.

The condensed consolidated financial statements for the three months

ended March 31, 2021 and 2020 have been prepared by us without audit pursuant to the rules and regulations of the U.S.

Securities and

Exchange Commission.

In the opinion of management, all adjustments necessary to present fairly our financial position at March 31, 2021,

and our results of operations, changes in stockholders’

equity, and cash flows for the three months ended March 31, 2021 and 2020,

The platform unlocks new patient and physician touchpoints for life science companies along the patient journey, from point-of-care,

to retail pharmacy, through mobile patient engagement.

The condensed consolidated financial statements

for the three and six months ended June 30, 2021 and 2020 are unaudited and have been prepared pursuant to the rules and regulations

Securities and Exchange Commission (“SEC”).

In the opinion of management, all adjustments necessary to present

fairly our consolidated financial position as of June 30, 2021, and our results of operations, changes in stockholders’ equity

for the three and six months ended June 30, 2021 and 2020 and the statements of cash flows for the six months ended June 30, 2021 and

2020 have been made.

Those adjustments consist of normal and recurring adjustments.

The condensed consolidated condensed balance sheet as of

December 31, 2020, has been derived from the audited consolidated condensed balance sheet as of that date.

Certain information and note disclosures, including a detailed discussion

about the Company’s significant accounting policies, normally included in our annual financial statements prepared in accordance

with generally accepted accounting principles have been condensed or omitted.

These consolidated condensed financial statements should

be read in conjunction with a reading of the financial statements and notes thereto included in our Annual Report on Form 10-K for the

fiscal year ended December 31, 2020, as filed with the U.S.

The condensed consolidated balance sheet as of December

31, 2020 has been derived from the audited consolidated balance sheet as of that date.

Certain information and note disclosures, including

a detailed discussion about the Company’s significant accounting policies, normally included in our annual financial statements

prepared in accordance with generally accepted accounting principles have been condensed or omitted.

These consolidated condensed financial

statements should be read in conjunction with a reading of the financial statements and notes thereto included in our Annual Report on

Form 10-K for the fiscal year ended December 31, 2020, as filed with the U.S.

Securities and Exchange Commission on March 8, 2021.

The results of operations for the three months ended March 31, 2021,

are not necessarily indicative of the results to be expected for the full year.

NOTE 2 –

NEW ACCOUNTING STANDARDS

The results of operations for the three and six

months ended June 30, 2021, are not necessarily indicative of the results to be expected for the full year.

NOTE 2 – NEW ACCOUNTING STANDARDS

In December 2019, the FASB issued ASU No.

2019-12, Income Taxes

Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes .

ASU 2019-12 is intended to improve consistent application and simplify the

accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing

ASU 2019-12 is effective for annual and interim reporting periods beginning after December 12, 2020, with early adoption permitted.

The adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows.

ASU 2019-12 is intended to improve consistent application

and simplify the accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies

and amends existing guidance.

ASU 2019-12 is effective for annual and interim reporting periods beginning after December 12, 2020, with

early adoption permitted.

The Company adopted this standard effective January 1, 2021.

The adoption of this standard did not have a material

effect on our financial position, results of operations, or cash flows.

NOTE 3 – REVENUES

Under ASC 606, Revenue from Contracts with

Customers , we record revenue when earned, rather than when billed.

From time to time, we may record revenue based on our revenue

recognition policies in advance of being able to invoice the customer, or we may invoice the customer prior to being able to recognize

Included in accounts receivable are unbilled amounts of $ 1,215,703 and $ 77,516 at June 30, 2021, and December 31, 2020,

respectively.

Amounts billed in advance of revenue recognition are presented as deferred revenue on the condensed consolidated balance

OPTIMIZERx CORPORATION

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STATEMENTS (UNAUDITED)

MARCH 31, 2021

NOTE 3 –

JUNE 30, 2021

NOTE 3 – REVENUES (continued)

The majority of our revenue is earned from life sciences companies,

such as pharmaceutical and biotech companies, or medical device makers.

A small portion of our revenue is earned from other sources,

such as associations and technology companies.

A break down is set forth in the table below.

Three Months Ended

Six Months Ended

Revenue from:

Life Science Companies

Total Revenue

NOTE 4 – LEASES

We have operating leases for office space in three multitenant facilities

with lease terms greater than 12 months, which are recorded as assets and liabilities on our balance sheet.

These leases include our corporate

headquarters, located in Rochester, Michigan, a customer service facility in Cranbury, New Jersey, and a technical facility in Zagreb,

with lease terms greater than 12 months, which are recorded as assets and liabilities on our condensed consolidated balance sheets.

leases include our corporate headquarters, located in Rochester, Michigan, a customer service facility in Cranbury, New Jersey, and a

technical facility in Zagreb, Croatia.

Certain leases contain renewal options and, for the headquarters lease, we have assumed renewal.

Lease-related assets, or right-of-use

assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities, adjusted for prepaid lease

payments, initial direct costs, and lease incentives received.

Lease-related liabilities are recognized at the present value of the remaining

contractual fixed lease payments, discounted using our incremental borrowing rate.

Amortization of the right of use assets is recognized

as non-cash lease expense on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.

term lease costs include month to month leases in shared office space facilities, such as WeWork, or similar locations.

For the three months ended March 31, 2021 and 2020, the Company’s

lease cost consists of the following components, each of which is included in operating expenses within the Company’s condensed

Lease-related assets, or right-of-use assets, are recognized at the lease commencement date at amounts equal to the respective lease

liabilities, adjusted for prepaid lease payments, initial direct costs, and lease incentives received.

Lease-related liabilities are

recognized at the present value of the remaining contractual fixed lease payments, discounted using our incremental borrowing rate.

of the right of use assets is recognized as non-cash lease expense on a straight-line basis over the lease term, while variable lease

payments are expensed as incurred.

Short term lease costs include month to month leases in shared office space facilities, such as WeWork,

or similar locations.

For the three and six months ended June 30, 2021, the Company’s

lease cost consisted of the following components, each of which is included in operating expenses within the Company’s condensed

consolidated statements of operations:

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

JUNE 30, 2021

NOTE 4 – LEASES (continued)

Operating lease cost

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Total lease cost

(1) Short-term

lease cost includes any lease with a term of less than 12 months.

For the three and six months ended June 30, 2020, the Company’s

lease cost consisted of the following components, each of which is included in operating expenses within the Company’s condensed

consolidated statements of operations:

Operating lease cost

Short-term lease cost (1)

Total lease cost

(1) Short-term lease cost includes any lease with a term of less than 12 months.

The table below presents the future minimum lease payments to be made

under operating leases as of March 31, 2021:

of March 31, 2021

under operating leases as of June 30, 2021:

As of June 30, 2021

imputed interest

Total lease liabilities

(a) For the nine month period beginning April

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

LEASES (continued)

weighted average remaining lease term at March 31, 2021 for operating leases is 4.1 years and the weighted average discount rate used

in calculating the operating lease asset and liability is 4.5%.

Cash paid for amounts included in the measurement of lease liabilities

was $30,846 and $28,316 for the three months ending March 31, 2021 and 2020, respectively.

For the three months ended March 31, 2021

and 2020, payments on lease obligations were $35,657 and $34,416, respectively, and amortization on the right of use assets was $29,859

and $28,019, respectively.

STOCKHOLDERS’

the quarter ended March 31, 2021, in an underwritten primary offering, we issued 1,523,750 shares of our common stock for gross proceeds

of $75,425,625.

In connection with this transaction, we incurred equity issuance costs of $4,754,089 related to payments to the underwriter,

advisors and legal fees associated with the transaction, resulting in net proceeds to the Company of $70,671,536.

the quarters ended March 31, 2021 and 2020, we issued 2,695 and 11,136 shares, respectively, of our common stock to our independent directors

in connection with our Director Compensation Plan.

These shares were valued at $124,994 and $100,000 at March 31, 2021 and 2020, respectively.

the quarter ended March 31, 2021, we issued a total of 510,803 shares of our common stock and received total proceeds of $1,120,011 in

connection with the exercise of stock options under our 2013 Incentive Plan.

A total of 368,329 shares were issued in a cashless transaction

related to 394,739 expiring options using the net settled method whereby 26,410 options were used to pay the purchase price.

The remaining

116,064 shares issued in connection with the exercise of options were all issued for cash.

During the quarter ended March 31, 2020, we

issued 35,032 shares of our common stock and received proceeds of $112,152 in connection with the exercise of stock options under our

2013 Incentive Plan.

SHARE BASED PAYMENTS –

OPTIONS AND RESTRICTED STOCK

use the fair value method to account for stock-based compensation.

We recorded $391,318 and $547,828 in compensation expense in the three

months ended March 31, 2021 and 2020, respectively, related to options issued under our 2013 Incentive Plan.

This includes expense related

to options issued in prior years for which the requisite service period for those options includes the current period as well as options

issued in the current period.

The fair value of these instruments was calculated using the Black-Scholes option pricing model.

is $4,929,984 of remaining expense related to unvested options to be recognized in the future over a weighted average period of 2.6 years.

The total intrinsic value of outstanding options at March 31, 2021 was $41,423,990.

addition to the grants to Directors described in Note 4, we also recorded $190,841 and $206,684 in compensation expense related to restricted

stock awards that vest over time in the three months ended March 31, 2021 and 2020, respectively.

There is $2,797,682 of remaining expense

related to unvested restricted stock awards to be recognized in the future over a weighted average period of 3.6 years.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NET LOSS PER SHARE

following table sets forth the computation of basic and diluted net loss per share.

(a) For the six-month period beginning July 1,

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

JUNE 30, 2021

NOTE 4 – LEASES (continued)

The weighted average remaining lease term at June 30, 2021 for operating

leases was 3.93 years and the weighted average discount rate used in calculating the operating lease asset and liability was 4.5 %.

paid for amounts included in the measurement of lease liabilities was $ 62,069 and $ 57,019 for the six months ended June 30, 2021 and 2020,

respectively.

For the six months ended June 30, 2021 and 2020, payments on lease obligations were $ 71,397 and $ 68,900 , respectively, and

amortization on the right of use assets was $ 60,013 and $ 56,357 , respectively.

NOTE 5 – STOCKHOLDERS’ EQUITY

During the quarter ended March 31, 2021, in an underwritten primary

offering, we issued 1,523,750 shares of our common stock for gross proceeds of $ 75,425,625 .

In connection with this transaction, we incurred

equity issuance costs of $ 4,754,089 related to payments to the underwriter, advisors and legal fees associated with the transaction, resulting

in net proceeds to the Company of $ 70,671,536 .

During the quarters ended June 30, 2021 and March 31, 2021, we issued

232,806 shares and 510,803 shares of our common stock, respectively, and received proceeds of $ 1,590,767 and $ 1,120,011 , respectively,

in connection with the exercise of stock options under our 2013 equity incentive plan.

Of the shares issued in the quarter ended March

31, 2021, a total of 368,329 shares were issued in a cashless transaction related to 394,739 expiring options using the net settled method

whereby 26,410 options were used to pay the purchase price.

The remaining 116,064 shares issued in connection with the exercise of options

were all issued for cash.

During the quarters ended June 30, 2020, and March 31, 2020 we issued

55,731 shares and 35,032 shares of our common stock, respectively, and received proceeds of $ 174,831 and $ 112,152 , respectively, in connection

with the exercise of stock options under our 2013 equity compensation plan.

We also issued 42,374 shares in the six months ended June 30, 2020

in connection with restricted stock awards as described in more detail in Note 6 – Stock Based Compensation.

Our Director Compensation Plan calls for issuance of shares of common

stock each quarter to each independent director.

In 2021, we issued 2,695 shares valued at $ 124,994 in the quarter ended March 31, 2021

and 2,035 shares valued at $ 125,091 in the quarter ended June 30, 2021.

In 2020, we issued 11,136 shares valued at $ 100,000 in the quarter

ended March 31, 2020, and 7,748 shares valued at $ 100,027 in the quarter ended June 30, 2020.

NOTE 6 – STOCK BASED COMPENSATION

We use the fair value method to account for stock-based compensation.

We recorded $ 954,434 and $ 1,021,787 in compensation expense in the six months ended June 30, 2021 and 2020, respectively, related to options

issued under our 2013 equity incentive plan.

This includes expense related to options issued in prior years for which the requisite service

period for those options includes the current period as well as options issued in the current period.

The fair value of these instruments

was calculated using the Black-Scholes option pricing model.

There is $ 6,183,249 of remaining expense related to unvested options to be

recognized in the future over a weighted average remaining period of approximately 2.5 years.

The total intrinsic value of outstanding

options at June 30, 2021 was $ 44,669,554 .

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

JUNE 30, 2021

NOTE 6 – STOCK BASED COMPENSATION (continued)

In addition to the grants to independent Directors described in Note

5 – Stockholders’ Equity, we also recorded $ 399,672 and $ 413,369 in compensation expense related to restricted stock awards

that vest over time in the six months ended June 30, 2021, and 2020, respectively.

There is $ 2,588,851 of remaining expense related to

unvested restricted stock awards to be recognized in the future over a weighted average period of 3.4 years.

A total of 42,374 shares

related to restricted stock awards that vested in the six months ended June 30, 2020 and were issued during that same period.

NOTE 7 – EARNINGS (LOSS) PER SHARE

Basic earnings per share (“EPS”) is computed by dividing

net income (loss) by the weighted average number of common shares during the period.

The number of shares related to options, restricted stock and other

similar instruments included in diluted EPS is based on the “Treasury Stock Method” prescribed in ASC 260-10, Earnings per

This method assumes the theoretical repurchase of shares using proceeds of the respective stock option exercised, and for restricted

stock, the amount of compensation cost attributed to future services which have not yet been recognized, and the amount of current and

deferred tax benefit, if any, that would be credited to additional paid in capital upon the vesting of the restricted stock, at a price

equal to the issuer’s average stock price during the related earnings period.

Accordingly, the number of shares includable in the

calculation of EPS in respect of the stock options, restricted stock and similar instruments is dependent on this average stock price

and will increase as the average stock price increases.

The following table sets forth the computation of basic and diluted

earnings (loss) per share.

Three Months Ended

Six Months Ended

Net income (loss)

$ ( 1,077,468 )

Weighted average shares outstanding used in computing net loss per share

Effect of dilutive stock options, warrants, and stock grants

Net Loss per share

calculation of diluted earnings per share is included for 2021 or 2020 as the effect of the calculation would be antidilutive.

of common shares potentially issuable upon the exercise of certain options that were excluded from the diluted loss per common share

calculation in 2021 was 846,441 related to options, and 137,304 related to restricted stock, for a total of 983,745 shares.

of common shares potentially issuable upon the exercise of certain options that were excluded from the diluted loss per common share

calculation in 2020 was 779,670 related to options, and 174,176 related to restricted stock, for a total of 953,846 shares.

CONTINGENCIES

Company is not currently involved in any legal proceedings.

SUBSEQUENT EVENTS

April 2021, the Company issued 19,664 shares and received proceeds of $167,729 in connection with the exercise of options.

accordance with ASC 855-10, we have analyzed our operations subsequent to March 31, 2021 through the date these financial statements

were issued and have determined that we do not have any material subsequent events to disclose or recognize in these financial statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking

statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives,

and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E

of the Securities Exchange Act of 1934.

These forward-looking statements generally are identified by the words “believes,”

“project,”

“expects,”

“anticipates,”

“estimates,”

“intends,”

“strategy,”

“plan,”

“may,”

“will,”

“would,”

“will be,”

“will continue,”

likely result,”

and similar expressions.

We intend such forward-looking statements to be covered by the safe-harbor

provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement

for purposes of complying with those safe-harbor provisions.

Forward-looking statements are based on current expectations

and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited

changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally

accepted accounting principles.

These risks and uncertainties should also be considered in evaluating forward-looking statements and

undue reliance should not be placed on such statements.

We undertake no obligation to update or revise publicly any forward-looking

statements, whether as a result of new information, future events or otherwise.

Further information concerning our business,

including additional factors that could materially affect our financial results, is included herein and in our other filings with the

full extent of the impact of the COVID-19 pandemic on our business, operations and financial results will depend on numerous evolving

factors that we may not be able to accurately predict at the present time.

In an effort to contain COVID-19 or slow its spread, governments

around the world have enacted various measures, including orders to close all businesses not deemed “essential,”

residents to their homes or places of residence, and practice social distancing when engaging in essential activities.

We anticipate

that these actions and the global health crisis caused by COVID-19 will negatively impact business activity across the globe.

have not observed any noticeable impact on our revenue related to these conditions in the recently completed fiscal year or quarter,

or through the date of this filing, we cannot estimate the impact COVID-19 will have in the future if business and consumer activity

decelerates across the globe.

March 2020, we enacted precautionary measures to protect the health and safety of our employees and partners.

These measures include

closing all offices, having employees work from home, and eliminating virtually all travel.

While having employees work from home may

have a negative impact on efficiency and may result in negligible increases in costs, it does not impact our ability to execute on our

contracts or deliver our core services.

Our offices remain closed and we continue to prohibit travel through the date of this filing

and expect to continue operating in this fashion for the foreseeable future.

Our customers provide essential services in the healthcare

industry and we believe that our digital communication technology is more important than ever in this environment.

However, our revenue

often comes from advertising or marketing budgets, and in a sustained economic downturn, those categories of spending may be cut.

will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by

federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, partners and

stockholders.

It is not clear what the potential effects any such alterations or modifications may have on our business, including the

effects on our customers, partners, or vendors, or on our financial results.

Highlights through April 2021

sales of $11.2 million for the first three months of 2021, a 48% increase over the same period in 2020.

positive cash flow from operations of $1.7 million.

an additional $70.7 million of capital in a public offering.

new enterprise-level deals for 2021 that provide access to the company’s full suite of solutions and nationwide digital healthcare

our leadership team by adding a General Counsel and Chief Compliance Officer as well as elevated the Chief Technology Officer to

report directly to the CEO.

multiple new channel partnerships outside of electronic health record companies for additional reach to oncologists and other specialties.

to an inclusion and diversity pledge.

our patient engagement commercial team to further scale that portion of the business.

our technology centers of excellence in Zagreb, Croatia.

all integration work for previous two acquisitions and paid last earnout payment related to acquisitions.

a no travel, virtual operational plan with a particular focus on training, open communication, and great work culture.

of Operations for the Three Months Ended March 31, 2021 and 2020

total revenue reported for the three months ended March 31, 2021 was approximately $11.2 million, an increase of 48% over the approximately

$7.6 million from the same period in 2020.

The increased revenue resulted from increases in sales in all our messaging products.

expect that our revenues will continue to grow for the balance of 2021 as a result of the new enterprise clients we secured in the first

quarter of the year as well as those we expect to pick up for the remainder of the year.

In addition, we believe that the foundations

we laid in 2019 and 2020, including the noted shift to enterprise contracts, increased pharmaceutical brands, an increased distribution

network, and strong growth in our messaging solutions will result in steady growth throughout the year.

cost of revenue percentage, composed primarily of revenue share expense, increased as a percentage of revenues, from approximately 43%

in the quarter ended March 31, 2020 to approximately 45% for the quarter ended March 31, 2021.

This increase was a result of solution

mix, both as it relates to solutions and the partners through which the messages are delivered.

We expect our cost of revenues to decrease

for future quarters as revenues from new solutions with higher margins increase as a percentage of our revenue.

gross margin declined from 57% in the quarter ended March 31, 2020 to 55% in the quarter ended March 31, 2021.

As discussed under cost

of revenues above, this is a result of solution mix.

Our gross margin for the entire calendar year of 2020 was 56% and our target for

the full year of 2021 is 58%.

We expect our gross margin to improve on a quarter over quarter basis for the balance of the year as we

launch new solutions that have higher margins.

expenses increased from approximately $6.6 million for the three months ended March 31, 2020 to approximately $6.8 million for the same

period in 2021, an increase of approximately 2.5%.

Overall, this increase results from our efforts to expand our product line and build

out our organization to establish a strong base for current and future growth.

Our expenses increased at a substantially lower rate than

our revenues as a result of the operating leverage of our model.

The detail of expenditures by major category is reflected in the table

$ ( 285,277 )

$ ( 3,281,399 )

Weighted average shares outstanding used in computing earnings per share

Effect of dilutive stock options, warrants, and unvested restricted stock awards

Earnings (loss) per share

No calculation of diluted earnings per share is

included for either 2020 period or for the six months ended June 30, 2021, as the effect of the calculation would be antidilutive.

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

JUNE 30, 2021

NOTE 7 – EARNINGS (LOSS) PER SHARE (CONTINUED)

The number of common shares potentially issuable

upon the exercise of certain options or for unvested restricted stock awards are reflected in the table below.

Three Months Ended

Salaries, Wages, & Benefits

Stock-Based Compensation

Contractors and Consultants

Board Compensation

Professional Fees

Investor Relations

Advertising and Promotion

Technology Infrastructure Costs

Integration and Exclusivity Costs

Office, Facility, and Other

Depreciation and Amortization

Total Operating Expense

increase in operating expenses related to salaries, wages, and benefits and other human resource related costs is due to the expansion

of our team to support additional growth.

This increase is partly offset by the decrease in contractors and consultants, as we have brought

functions in house that were previously performed by outsiders.

expect salaries, wages, and benefits to increase on a quarter over quarter basis for the balance of the year due to the full impact of

new hires during the first quarter as well as new hires in the pipeline.

decreased stock-based compensation results from the lengthening of vesting periods for new grants.

The majority of new grants now vest

over three years or longer, as opposed to 1 year in previous years.

expense is down significantly as a result of travel restrictions due to the pandemic.

We expect travel expense to increase significantly

starting in the third quarter of the year due to expected relaxed travel restrictions related to the COVID-19 pandemic as increasing

percentages of the population are vaccinated.

fees decreased in 2021 primarily as a result of our change in auditors, as well as the change in SEC rules that eliminated the need for

a third-party opinion on our internal controls.

relations expense increased due to the expansion of our communication efforts to reach retail investors and expand our shareholder base.

infrastructure costs increased due to continued investment in our operating systems to facilitate new products as well as the implementation

of additional software products to increase efficiency and information dissemination.

costs increased as we have purchased more data, primarily to aid in our selling effort and allow customers to target their messages more

appropriately, thereby increasing our ability to charge premium prices for more highly targeted messages.

and exclusivity costs represent payments to partners for access and/or exclusivity and increased because of new agreements signed after

the first quarter of 2020.

These payments are usually made in lump sums and expensed over the term of the contracts.

These expenses are

an important part of our ability to expand our network.

office, facility and other expense increased primarily because of increased activity.

The largest single increase related to hiring expenses

associated with expanding our team, both for new additions in the first quarter, as well as new hires scheduled for the second quarter

including recruiter fees in some instances.

Other expenses related to higher short-term costs from employees working remotely, rather

than in office settings, as well as hiring cost related to new team members.

other variances in the table above are the result of normal fluctuations in activity.

expect our overall operating expenses to increase from the first quarter of 2021 level as we further implement our business plan and

expand our operations to grow the business in a very dynamic and active marketplace.

However, we have established a strong team as a

base to support growth and we are seeing the results of the investment in our team last year in our strong revenue growth this year.

We do not expect human resource costs to increase as quickly as revenues, however we do expect to continue to add people to accelerate

our growth and invest in future growth.

had a net loss of approximately $600,000 for the three months ended March 31, 2021, as compared to a net loss of approximately $2.2 million

during the same period in 2020.

The reasons and specific components associated with the change are discussed above.

Overall, the decreased

loss resulted from an increased margin generated by our higher revenues, partially offset by the increased operating expenses.

and Capital Resources

of March 31, 2021, we had total current assets of approximately $100 million, compared with current liabilities of approximately $5 million,

resulting in working capital of approximately $95 million and a current ratio of approximately 19 to 1.

This represents an increase from

our working capital of approximately $23 million and current ratio of 3 to 1 at December 31, 2020.

operating activities provided approximately $1.7 in cash flow during the three months ended March 31, 2021, compared with cash used of

approximately $3.7 million in the same period in 2020.

The cash provided in the 2021 period was the result of our net loss increased

by noncash expenses, as well as working capital generated by the collection of receivables.

The cash used in the 2020 period was primarily

the result of increased investment in working capital;

in particular, we made a $2.0 million prepayment to a partner that was expensed

over the balance of the year.

used insignificant amounts in investing activities in both the three months ended March 31, 2021 and 2020.

These investments related

to purchases of equipment as well as investments related to the expansion of our network capabilities in our patient engagement solution.

financing activities provided $70 million in the three months ended March 31, 2021, compared with cash provided of approximately $112,000

in the same period in 2020.

We raised $70.7 million in a public offering of our common stock as well as generated $1.1 million from the

issuance of shares related to the exercise of stock options.

These were partially offset by the payment of $1.6 in earnout payments from

a previous acquisition.

We have no remaining earnout payments due in the future.

We had proceeds from financing activities of approximately

$112,000 related to the exercise of stock options during the three months ended March 31, 2020.

do not anticipate the need to raise additional capital in the short or long term for operating purposes or to fund our growth plans.

We are focused on growing our revenue, channel and partner network.

However, as a company in a market that is active with merger and

acquisition activity, we may have opportunities, such as for acquisitions or strategic partner relationships, which may require additional

We will assess these opportunities as they arise with the view of maximizing shareholder value.

Accounting Policies

December 2001, the SEC requested that all registrants list their most “critical accounting polices”

in the Management Discussion

and Analysis.

The SEC indicated that a “critical accounting policy”

is one which is both important to the portrayal of a

company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often

as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Our accounting policies are discussed

in the footnotes to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2020;

we consider our critical accounting policies to be those related to revenue recognition, calculation of revenue share expense (cost of

revenues), stock-based compensation, capitalization and related amortization of intangible assets and impairment of assets.

Issued Accounting Pronouncements

December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes .

is intended to improve consistent application and simplify the accounting for income taxes.

ASU 2019-12 removes certain exceptions to

the general principles in Topic 740 and clarifies and amends existing guidance.

ASU 2019-12 was effective for annual and interim reporting

periods beginning after December 12, 2020, with early adoption permitted.

The adoption of this standard did not have a material effect

on our financial position, results of operations, or cash flows.

Balance Sheet Arrangements

of March 31, 2021, there were no off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

are not required to provide the information required by this Item.

Six Months Ended

Weighted average number of shares excluded from calculation

Unvested restricted stock awards

NOTE 8 – CONTINGENCIES

The Company is not currently involved in any legal proceedings.

NOTE 9 – SUBSEQUENT EVENTS

In July 2021, we received proceeds of $ 300,548 and issued 123,178 shares

of common stock in conjunction with the exercise of stock options.

In accordance with ASC 855-10, we have analyzed events and transactions

that occurred subsequent to June 30, 2021 through the date these financial statements were issued and have determined that we do

not have any other material subsequent events to disclose or recognize in these financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements