What changed in this filing

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Item 1. Financial Statements

2021-11-09 compared with 2021-08-04 · 204 added, 194 removed, 179 unchanged (69% of the section changed)

2 unchanged sentences

10-Q are as follows:

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);

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

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

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

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

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

Notes to Condensed Consolidated Financial Statements (unaudited).

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30,

Current Assets

26 unchanged sentences

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

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

Common stock, $ 0.001 par value, 166,666,667 shares authorized, 17,727,769 and 15,223,340 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

Additional paid-in-capital

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months

For the Six Months

For the Three Months Ended

For the Nine Months Ended

September 30,

COST OF REVENUES

2 unchanged sentences

( 3,491,787 )

( 3,315,065 )

OTHER INCOME (EXPENSE)

4 unchanged sentences

( 3,564,293 )

( 3,281,399 )

PROVISION FOR INCOME TAXES

10 unchanged sentences

IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Balance January 1, 2021

1 unchanged sentence

Public offering of common shares, net of offering costs

Shares issued as board compensation

Shares issued for stock options exercised

Shares issued as board compensation

Stock-based compensation expense

1 unchanged sentence

( 36,269,114 )

Shares issued as board compensation

Shares issued for stock options exercised

Shares issued as board compensation

Stock-based compensation expense

1 unchanged sentence

( 35,917,014 )

Shares issued for stock options exercised

Stock-based compensation expense

Balance September 30, 2021

$ 162,677,132

$ ( 35,877,120 )

$ 126,817,740

The accompanying notes are an integral part of

3 unchanged sentences

IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Balance January 1, 2020

$ ( 33,424,610 )

Shares issued as board compensation

Shares issued for stock options exercised

Shares issued as board compensation

Stock-based compensation expense

3 unchanged sentences

( 35,628,541 )

Shares issued as board compensation

Shares issued for stock options exercised

Shares issued as board compensation

Stock-based compensation expense

3 unchanged sentences

( 36,706,009 )

Shares issued for stock options exercised

Shares issued as board compensation

Stock-based compensation expense

Shares issued for contingent purchase price and escrow hold back

Balance September 30, 2020

$ ( 36,988,903 )

The accompanying notes are an integral part of

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

8 unchanged sentences

Accounts receivable

Prepaid expenses and other assets

( 2,921,824 )

( 5,994,527 )

Prepaid expenses and other assets

Accounts payable

17 unchanged sentences

( 3,057,107 )

NET INCREASE IN CASH AND CASH EQUIVALENTS

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

( 6,820,142 )

4 unchanged sentences

Cash paid for income taxes

Acquisition liabilities paid in common stock

Lease liabilities arising from right of use assets

4 unchanged sentences

STATEMENTS (UNAUDITED)

JUNE 30, 2021

SEPTEMBER 30, 2021

NOTE 1 – NATURE OF BUSINESS AND BASIS OF

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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

The condensed consolidated financial statements for the three and

nine months ended September 30, 2021 and 2020 are unaudited and have been prepared pursuant to the rules and regulations of the U.S.

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.

In the opinion of management, all adjustments necessary to present fairly our

consolidated financial position as of September 30, 2021, and our results of operations, changes in stockholders’ equity for the

three and nine months ended September 30, 2021 and 2020 and the statements of cash flows for the nine months ended September 30, 2021

and 2020 have been made.

Those adjustments consist of normal and recurring adjustments.

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.

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 and six

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

The results of operations for the three and nine months ended September

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.

Income Taxes (Topic 740):

2019-12, 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 guidance.

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

early adoption permitted.

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

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.

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

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

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 the revenue.

Included in accounts

receivable are unbilled amounts of $ 757,218 and $ 77,516 at September 30, 2021, and December 31, 2020, respectively.

Amounts billed in

advance of revenue recognition are presented as deferred revenue on the condensed consolidated balance sheets.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

3 – REVENUES (continued)

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.

September 30,

Revenue from:

Life Science Companies

Total Revenue

NOTE 4 – LEASES

Science Companies

We have operating leases for office space in three multitenant facilities

2 unchanged sentences

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.

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

Short-term lease cost (1)

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

For leases that contain renewal options we have only assumed renewal for the headquarters lease.

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.

Short term lease costs include month to month leases in shared office space facilities.

the three and nine months ended September 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:

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

4 – LEASES (continued)

September 30,

Operating lease

lease cost (1)

(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 June 30, 2021:

As of June 30, 2021

the three and nine months ended September 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:

September 30,

Operating lease

lease cost (1)

Short-term lease cost includes

any lease with a term of less than 12 months.

table below presents the future minimum lease payments to be made under operating leases as of September 30, 2021:

of September 30, 2021

imputed interest

Total lease liabilities

(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

lease liabilities

the three-month period beginning October 1, 2021.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

4 – LEASES (continued)

weighted average remaining lease term at September 30, 2021 for operating leases was 3.76 years and the weighted average discount rate

used in calculating the operating lease asset and liability was 4.5 %.

Cash paid for amounts included in the measurement of lease liabilities

was $ 31,528 and $ 33,919 for the three months ended September 30, 2021 and 2020, respectively.

Cash paid for amounts included in the measurement

of lease liabilities was $ 93,596 and $ 105,267 for the nine months ended September 30, 2021 and 2020, respectively.

For the three months

ended September 30, 2021 and 2020, payments on lease obligations were $ 35,740 and $ 28,482 , respectively, and amortization on the right

of use assets was $ 30,458 and $ 28,600 , respectively.

For the nine months ended September 30, 2021 and 2020, payments on lease obligations

were $ 107,136 and $ 87,599 , respectively, and amortization on the right of use assets was $ 90,471 and $ 84,957 , respectively.

5 – STOCKHOLDERS’ EQUITY

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 September 30, 2021, June 30, 2021, and March 31, 2021, we issued 232,340 , 232,806 and 510,803 shares of our common

stock, respectively, and received proceeds of $ 1,094,697 , $ 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.

shares were issued in the quarter ended June 30, 2021 in cashless transactions.

Of the shares issued in the quarter ended September 30,

2021, a total of 73,501 shares were issued in a cashless transaction related to 78,334 expiring options using the net settled method

2 unchanged sentences

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.

the quarters ended September, 30, 2020, June 30, 2020, and March 31, 2020, we issued 198,024 , 55,731 , and 35,032 shares of our common

stock, and received proceeds of $ 1,045,097 , $ 174,831 and $ 112,152 , respectively, in connection with the exercise of stock options under

our 2013 incentive plan.

2020 and the first two quarters of 2021, each of our non-employee directors received approximately $ 25,000 of fully vested shares of

common stock on a quarterly basis.

In 2021, we issued 2,695 shares of common stock valued at $ 124,994 to our non-employee directors in

the quarter ended March 31, 2021 and 2,035 shares valued at $ 125,091 in the quarter ended June 30, 2021.

In the quarter ended September

30, 2021 we changed our non-employee director compensation program and began issuing restricted stock units to our non-employee directors

on a quarterly basis which vest at the end of one year.

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

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

31, 2020, 7,748 shares valued at $ 100,027 in the quarter ended June 30, 2020, and 5,915 shares valued at $ 124,984 in the quarter ended

September 30, 2020.

also issued 63,560 shares of our common stock in the nine months ended September 30, 2020, in connection with restricted stock unit awards

as described in more detail in Note 6 – Stock Based Compensation.

No shares other than the previously described non-employee director

shares were issued in 2021 in connection with restricted stock unit awards.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

6 – STOCK BASED COMPENSATION

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

We recorded $ 1,711,075 and $ 1,447,826 in compensation expense in the

nine months ended September 30, 2021 and 2020, respectively, related to options issued under our equity compensation plans.

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

There is $ 8,654,678 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 September 30, 2021 was $ 51,205,814 .

addition to the grants to non-employee directors described in Note 5 – Stockholders’ Equity, we also recorded $ 651,038 and

$ 618,783 in compensation expense related to restricted stock unit awards that vest over time in the nine months ended September 30, 2021,

and 2020, respectively.

There is $ 4,407,269 of remaining expense related to unvested restricted stock unit awards to be recognized in

the future over a weighted average period of 3.6 years.

7 – EARNINGS (LOSS) PER SHARE

Three Months Ended

Six Months Ended

Net income (loss)

earnings per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding

during the period.

number of shares related to options and restricted stock units included in diluted EPS is based on the “Treasury Stock Method”

prescribed in ASC 260-10, Earnings per Share.

This method assumes the theoretical repurchase of shares using proceeds of the respective

stock option exercised, and for restricted stock units, 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 units, at a price equal to the issuer’s average stock price during the related earnings

Accordingly, the number of shares includable in the calculation of EPS in respect of the stock options and restricted stock units

is dependent on this average stock price and will increase as the average stock price increases.

following table sets forth the computation of basic and diluted earnings (loss) per share.

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

7 – EARNINGS (LOSS) PER SHARE (continued)

September 30,

income (loss)

$ ( 282,894 )

1 unchanged sentence

$ ( 3,564,293 )

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

Six Months Ended

average shares outstanding used in computing earnings per share

of dilutive stock options, and unvested restricted stock unit awards

(loss) per share

calculation of diluted earnings per share is included for either 2020 period or for the nine months ended September 30, 2021, as the

effect of the calculation would be antidilutive.

number of common shares potentially issuable upon the exercise of certain options or for unvested restricted stock unit awards are reflected

in the table below.

September 30,

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.

restricted stock unit awards

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8 – CONTINGENCIES

Company is not currently involved in any legal proceedings.

9 – INCOME TAXES

discussed in our annual report on Form 10-K for the year ended December 31, 2020, we had net operating losses carryforwards for federal

income tax purposes of $ 19.3 million as of December 31, 2020.

Accordingly no federal income tax expense is recorded in the current period.

10 – SUBSEQUENT EVENTS

October 2021, we received proceeds of $ 302,033 and issued 41,775 shares of common stock in conjunction with the exercise of stock options.

accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to September 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