What changed in this filing

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Item 1A. Risk Factors

2022-02-28 compared with 2021-03-08 · 375 added, 310 removed, 55 unchanged (93% of the section changed)

Risks Relating to Business and Financial

Risks Relating to Our Business

Because we have historically experienced

losses, if we are unable to achieve profitability, our financial condition and company could suffer.

While we were profitable for the full year

of 2018 and in the fourth quarter of 2020, since the inception of our business we have historically incurred losses as a result

of investing in growth.

We incurred losses in 2019 and 2020 as a result of our increased spending to invest in growth –

through additional new hires, as well as through the acquisition of RMDY.

While we have increased revenues significantly, we have

not yet consistently achieved profitability due to significant investments in our growth, and non-cash expenses.

Our ability to

achieve consistent profitability depends on our ability to generate sales through our technology platform and advertising model,

while maintaining reasonable expense levels.

If we do not achieve sustainable profitability, it may impact our ability to continue

our operations.

Our business and growth may suffer

if we are unable to attract and retain key employees.

Our success depends on the expertise of

our executive officers and certain other key technical personnel.

It may be difficult to find sufficiently qualified individuals

to replace management or other key technical personnel in the event of death, disability or resignation, thus frustrating our ability

to implement our business plan, which could negatively affect our operating results.

Furthermore, our ability to expand operations

to accommodate our anticipated growth will also depend on our ability to attract and retain qualified media, management, finance,

marketing, sales and technical personnel.

However, competition for these types of employees is intense due to the limited number

of qualified professionals.

Our ability to meet our business development objectives will depend in part on our ability to recruit,

train and retain top quality people with advanced skills who understand our technology and business.

If we are unable to engage

and retain the necessary personnel, our business may be materially and adversely affected.

Our failure to obtain, retain or

attract additional customers could prevent us from successfully executing our business plan.

We currently work with many leading pharmaceutical

companies, medical device manufacturers, medtech, associations, and other companies.

Our failure to retain existing customers or

expand with new customers could negatively impact our business.

We are dependent on a concentrated

group of customers.

While we were profitable for the full year of

2021, since the inception of our business we have historically incurred losses as a result of investing in future growth.

losses in 2019 and 2020 as a result of our increased spending to build the organization to support expected future growth – both

through additional new hires, as well as through acquisitions.

While we have increased revenues significantly, we have not yet consistently

achieved profitability due to these investments and non-cash expenses.

Our ability to achieve consistent profitability depends on our

ability to generate sales through our technology platform and advertising model, while maintaining reasonable expense levels.

not achieve sustainable profitability, it may impact our ability to continue our operations.

The global pandemic may disrupt our business

or the business of our customers

In December 2019, a novel strain of corona virus,

which causes the infectious disease known as COVID-19 was reported.

The World Health Organization declared COVID-19 a Public Health Emergency

and Global Pandemic.

COVID-19 has had, and continues to have, a severe impact on economies around the world, in particular in the healthcare

industry in which we operate.

We have taken steps to modify our business practices and mitigate the impact of the pandemic on us, and

may take further precautions as required by government authorities or to protect the health of our employees, customer, and partners -

but there can be no assurance that such steps will be successful, or that our business operations, or the operations of our customers

or partners will not be materially and adversely affected by the consequences of the pandemic.

This could materially impact our results

of operations, cash flows, and financial condition.

We may be unable to support our technology

to further scale our operations successfully.

Our plan is to grow rapidly through further integration

of our technology in electronic platforms.

Our growth will place significant demands on our management and technology development, as

well as our financial, administrative and other resources.

We cannot guarantee that any of the systems, procedures and controls we put

in place will be adequate to support the commercialization of our operations.

Our operating results will depend substantially on the ability

of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative and

other resources.

If we are unable to respond to and manage changing business conditions, or the scale of our solutions, services and operations,

then the quality of our services, our ability to retain key personnel and our business could be harmed.

Developing and implementing new and updated

applications, features and services for our portals may be more difficult than expected, may take longer and cost more than expected and

may not result in sufficient increases in revenue to justify the costs.

Attracting and retaining users of our portals

requires us to continue to improve the technology underlying those portals and to continue to develop new and updated applications, features

and services for those portals.

If we are unable to do so on a timely basis or if we are unable to implement new applications, features

and services without disruption to our existing ones, we may lose potential users and clients.

The costs of development of these enhancements

may negatively impact our ability to achieve profitability.

We rely on a combination of internal development,

strategic relationships, licensing and acquisitions to develop our portals and related applications, features and services.

Our development

and/or implementation of new technologies, applications, features and services may cost more than expected, may take longer than originally

expected, may require more testing than originally anticipated and may require the acquisition of additional personnel and other resources.

There can be no assurance that the revenue opportunities from any new or updated technologies, applications, features or services will

justify the amounts spent.

Any failure to offer high-quality customer

support for our portals may adversely affect our relationships with our customers and harm our financial results.

Once our solutions are implemented, our customers

use our support organization to resolve technical issues relating to our solutions.

In addition, we also believe that our success in selling

our solutions is highly dependent on our business reputation and on favorable recommendations from our existing customers.

to maintain high-quality customer support, or a market perception that we do not maintain high-quality support, could harm our reputation,

adversely affect our ability to maintain existing customers or sell our solutions to existing and prospective customers, and harm our

business, operating results and financial condition.

We may be unable to respond quickly enough to

accommodate short-term increases in customer demand for support services.

Increased customer demand for these services, without corresponding

revenues, could also increase costs and adversely affect our operating results.

We are dependent on a concentrated group

of customers.

Our revenues are concentrated in less than 50

customers, primarily large pharmaceutical manufacturers.

Loss of one or more of our larger customers could have a negative impact

on our operating results.

Loss of one or more of our larger customers could have a negative impact on our

operating results.

In both 2021 and 2020, we had three customers that each represented slightly over 10% of our revenues;

however only one customer represented over 10% of our revenues in both years.

We may be unable to support our technology

to further scale our operations successfully.

Our plan is to grow rapidly through further

integration of our technology in electronic platforms.

Our growth will place significant demands on our management and technology

development, as well as our financial, administrative and other resources.

We cannot guarantee that any of the systems, procedures

and controls we put in place will be adequate to support the commercialization of our operations.

Our operating results will depend

substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve

our financial, administrative and other resources.

If we are unable to respond to and manage changing business conditions, or the

scale of our solutions, services and operations, then the quality of our services, our ability to retain key personnel and our

business could be harmed.

If we are unable to maintain our contracts with

electronic prescription platforms, our business will suffer.

We are reliant upon our contracts with

leading electronic prescribing platforms and electronic health record systems to generate our revenues received from customers

Such arrangements subject us to a number of risks, including the following:

one customer represented over 10% of our revenues in both years.

We expect that we will continue to depend upon

a relatively small number of customers for a significant portion of our total revenues for the foreseeable future.

The loss of any of

these customers or groups of customers for any reason, or a change of relationship with any of our key customers could cause a material

decrease in our total revenues.

Additionally, mergers or consolidations among

our customers in the healthcare industry could reduce the number of our customers and could adversely affect our revenues and sales.

particular, if our customers are acquired by entities that are not also our customers, that do not use our solutions or that have more

favorable contract terms with competitors and choose to discontinue, reduce or change the terms of their use of our solutions, our business

and operating results could be materially and adversely affected.

If we are unable to maintain our contracts with electronic

prescription platforms, our business will suffer.

We are reliant upon our contracts with leading

electronic prescribing platforms and electronic health record systems to generate our revenues received from customers Such arrangements

subject us to a number of risks, including the following:

Our contract partners may experience financial, regulatory or operational difficulties, which may impair their ability to focus on and fulfill their contract obligations to us;

Legal disputes or disagreements, including the ownership of intellectual property, may occur with one or more of our partners and may lead to lengthy and expensive litigation or arbitration;

Significant changes in a partner’s business strategy may adversely affect a partner’s willingness or ability to satisfy obligations under any such arrangement;

A partner could terminate the partnership arrangement, which could negatively impact our ability to sell our solutions and achieve revenues.

We will need to maintain these relationships

as well as diversify them.

We will need to maintain these relationships as

well as diversify them.

The inability to do so could adversely impact our business.

We generated 52.7% and 37.4% of our revenue

through our largest partner in 2020 and 2019, respectively.

We generated 53.9% and 52.7% of our revenue through

our largest partner in 2021 and 2020, respectively.

Our agreements with electronic prescription

platforms and electronic health record systems are subject to audit.

Our agreements with our partners provide

for revenue sharing payments to the platform partners based on the revenue we generate through the platform.

These payments are

subject to audit by our partners, at their cost, and if there is a dispute as to the calculation, we may be liable for additional

If an underpayment is determined to be in excess of a certain amount, for example 10%, some agreements would require

us to pay for the cost of the audit, as well.

Developing and implementing new and

updated applications, features and services for our portals may be more difficult than expected, may take longer and cost more

than expected and may not result in sufficient increases in revenue to justify the costs.

Attracting and retaining users of our portals

requires us to continue to improve the technology underlying those portals and to continue to develop new and updated applications,

features and services for those portals.

If we are unable to do so on a timely basis or if we are unable to implement new applications,

features and services without disruption to our existing ones, we may lose potential users and clients.

The costs of development

of these enhancements may negatively impact our ability to achieve profitability.

We rely on a combination of internal development,

strategic relationships, licensing and acquisitions to develop our portals and related applications, features and services.

development and/or implementation of new technologies, applications, features and services may cost more than expected, may take

longer than originally expected, may require more testing than originally anticipated and may require the acquisition of additional

personnel and other resources.

There can be no assurance that the revenue opportunities from any new or updated technologies, applications,

features or services will justify the amounts spent.

If we are unable to adhere to the

regulatory and competitive climate in which we operate, we could be materially and negatively impacted.

Due to the labyrinth of regulations in

healthcare space, state and federal, as well as political sensitivity of healthcare delivery, our business model could be negatively

impacted or fail.

The markets in which we operate are

competitive, continually evolving and, in some cases, subject to rapid change.

Our portals face competition from numerous other companies, both in attracting users and in generating revenue from advertisers and sponsors.

We compete for users with online services and websites that provide savings on medications and healthcare products, including both commercial sites and not-for-profit sites.

We compete for advertisers and sponsors with:

health-related web sites;

general purpose consumer web sites that offer specialized health sub-channels;

other high-traffic web sites that include both healthcare-related and non-healthcare-related content and services;

search engines that provide specialized health searches;

and advertising networks that aggregate traffic from multiple sites.

Our healthcare provider portals compete with:

providers of healthcare decision-support tools and online health management applications;

wellness and disease management vendors;

and health information services and health management offerings of healthcare benefits companies and their affiliates.

Our agreements with our partners provide for revenue

sharing payments to the platform partners based on the revenue we generate through the platform.

These payments are subject to audit by

our partners, at their cost, and if there is a dispute as to the calculation, we may be liable for additional payments.

If an underpayment

is determined to be in excess of a certain amount, for example 10%, some agreements would require us to pay for the cost of the audit,

future growth depends on our ability to attract, retain customers, and the loss of existing customers, or failure to attract new ones,

could adversely impact our business and future prospects.

We currently work with many leading pharmaceutical

companies, medical device manufacturers, associations, and other companies.

While we have experienced

customer growth, this growth may not continue at the same pace in the future or at all.

Achieving growth in our customer base may require

us to engage in increasingly sophisticated and costly sales and marketing efforts that may not result in additional customers.

also need to modify our pricing model to attract and retain such customers.

If we fail to attract new customers or fail to maintain or

expand existing relationships in a cost-effective manner, our business and future prospects may be materially and adversely impacted.

or perceived failures to comply with applicable laws and regulations that affect the healthcare industry, including data protection, privacy

and security, fraud and abuse laws, regulations, standards and other requirements could adversely affect our business, results of operations,

and financial condition.

data protection landscape is rapidly evolving, and we are or may become subject to numerous state, federal and foreign laws, requirements

and regulations governing the collection, use, disclosure, retention, and security of personal information, including health-related information.

This evolution may create uncertainty in our business, affect our ability to operate in certain jurisdictions or to collect, store, transfer,

use and share personal information, necessitate the acceptance of more onerous obligations in our contracts, result in liability or impose

additional costs on us.

The cost of compliance with these laws, regulations and standards is high and is likely to increase in the future.

Any failure or perceived failure by us to comply with federal, state or foreign laws or regulation, our internal policies and procedures

or our contracts governing our processing of personal information could result in negative publicity, government investigations and enforcement

actions, claims by third parties, and damage to our reputation, any of which could have a material adverse effect on our operations, financial

performance and business.

may be bound by contractual obligations and other obligations relating to privacy, data protection, and information security that are

more stringent than applicable laws and regulations.

The costs of compliance with, and other burdens imposed by, laws, regulations, standards,

and other obligations relating to privacy, data protection, and information security are significant.

Although we work to comply with

applicable laws, regulations, and standards, our contractual obligations and other legal obligations, these requirements are evolving

and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with another

or other legal obligations with which we must comply.

Accordingly, our failure, or perceived inability, to comply with these laws, regulations,

standards, and other obligations may limit the use and adoption of our solution, reduce overall demand for our solution, lead to regulatory

investigations, breach of contract claims, litigation, and significant fines, penalties, or liabilities for actual or alleged noncompliance

or slow the pace at which we close sales transactions, any of which could harm our business.

The Health Insurance Portability and Accountability

Act of 1996, or HIPAA, and the rules promulgated thereunder require certain entities, referred to as Covered Entities, to comply with

established standards, including standards regarding the privacy and security of protected health information, or PHI.

HIPAA further requires

that Covered Entities enter into agreements meeting certain regulatory requirements with their business associates, as such term is defined

by HIPAA, which, among other things, obligate the business associates to safeguard the covered entity’s PHI against improper use

and disclosure.

While we are not a Covered Entity and not directly regulated by HIPAA, our customers or distributors might face significant

contractual liability pursuant to such an agreement if the business associate breaches the agreement or causes the Covered Entity to fail

to comply with HIPAA.

It is possible that HIPAA compliance could become a substantial regulatory burden and expense to our

operations as we expand our point of care technology solutions to help patients start and stay on therapies.

Certain other laws and regulations such as federal

and state anti-kickback and false claims laws may apply to us indirectly through our relationships with our customers and partners.

can result in considerable penalties and sanctions.

If we are found to have violated, or to have facilitated the violation of such laws,

we could be subject to significant penalties.

If we are unable to adhere to the regulatory

and competitive climate in which we operate, we could be materially and negatively impacted.

Due to the labyrinth of regulations in healthcare

space, state and federal, as well as political sensitivity of healthcare delivery, our business model could be negatively impacted or

The markets in which we operate are competitive,

continually evolving and, in some cases, subject to rapid change.

Our platforms face competition from numerous other

companies, both in attracting users and in generating revenue from advertisers and sponsors.

We compete for users with online services

and websites that provide savings on medications and healthcare products, including both commercial sites and not-for-profit sites.

compete for advertisers and sponsors with health-related web sites, general purpose consumer web sites that offer specialized health sub-channels,

other high-traffic web sites that include both healthcare-related and non-healthcare-related content and services, search engines that

provide specialized health searches, and advertising networks that aggregate traffic from multiple sites.

Many of our competitors have greater financial,

technical, product development, marketing and other resources than we do.

These organizations may be better known than we are and

have more customers or users than we do.

We cannot provide assurance that we will be able to compete successfully against these

organizations or any alliances they have formed or may form.

Since there are no substantial barriers to entry into the markets

in which our public portals participate, we expect that competitors will continue to enter these markets.

These organizations may be better known than we are and have

more customers or users than we do.

We cannot provide assurance that we will be able to compete successfully against these organizations

or any alliances they have formed or may form.

Since there are no substantial barriers to entry into the markets in which our public portals

participate, we expect that competitors will continue to enter these markets.

Developments in the healthcare industry

could adversely affect our business.

Most of our revenue is derived from the

healthcare industry and could be affected by changes affecting healthcare spending.

We are particularly dependent on pharmaceutical,

biotechnology and medical device companies for our advertising and sponsorship revenue.

Most of our revenue is derived from the healthcare

industry and could be affected by changes affecting healthcare spending.

We are particularly dependent on pharmaceutical, biotechnology

and medical device companies for our advertising and sponsorship revenue.

General reductions in expenditures by healthcare

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Adverse changes in business or economic conditions affecting healthcare payers or providers, pharmaceutical, biotechnology or medical device companies or other healthcare industry participants.

A move to a single-payer healthcare system in the U.S.

Even if general expenditures by industry

participants remain the same or increase, developments in the healthcare industry may result in reduced spending in some or all

of the specific market segments that we serve or are planning to serve.

For example, use of our solutions and services could be

Even if general expenditures by industry participants

remain the same or increase, developments in the healthcare industry may result in reduced spending in some or all of the specific market

segments that we serve or are planning to serve.

For example, use of our solutions and services could be affected by:

Changes in the design of health insurance plans;

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Payor pressure to move to generic brands.

In addition, our customers’

regarding pending or potential industry developments may also affect their budgeting processes and spending plans with respect

to solutions and services of the types we provide.

In addition, our customers’ expectations

regarding pending or potential industry developments may also affect their budgeting processes and spending plans with respect to solutions

and services of the types we provide.

The healthcare industry has changed significantly

in recent years and we expect that significant changes will continue to occur.

However, the timing and impact of developments in

the healthcare industry are difficult to predict.

We cannot assure you that the markets for our solutions and services will continue

to exist at current levels or that we will have adequate technical, financial and marketing resources to react to changes in those

Future acquisitions

may adversely affect our financial condition.

While we currently do not have any immediate

arrangements, commitments or understandings regarding any future acquisitions, as part of our strategy for growth, we may continue

to explore acquisitions or strategic alliances, which may not be completed or may not be ultimately beneficial to us.

may pose risks to our operations, including:

and increased costs in connection with the integration of the personnel, operations, technologies, or products of the acquired

unanticipated costs;

failure to achieve anticipated increases in revenues and profitability;

diversion of management’s attention from our core business;

adverse effects on business relationships with suppliers and customers and those of the acquired company;

acquired assets becoming impaired as a result of technical advancements or worse-than-expected performance by the acquired company;

volatility associated with accounting for earn-outs in a given transaction;

entering markets in which we have no, or limited, prior experience;

adversely affecting our internal control over financial reporting before the acquiree’s complete integration into our control environment.

In addition, in connection with any acquisitions

or investments we could:

issue stock that would dilute our existing shareholders’

ownership percentages;

incur debt and assume liabilities;

obtain financing on unfavorable terms, or not be able to obtain financing on any terms at all;

incur amortization expenses related to acquired intangible assets or incur large and immediate write-offs;

reduce the cash that would otherwise be available to fund operations or for other purposes.

The failure to successfully integrate any

acquisitions in an efficient or timely manner may negatively impact our financial condition and operating results, or we may not

be able to fully realize anticipated savings.

In addition, our competitors could try to emulate our acquisition strategy, leading

to greater competition for scarce acquisition targets and could lead to larger competitors if they succeed in emulating our strategy.

The global pandemic may disrupt our

business or the business of our customers.

In December 2019, a novel strain of corona

virus, which causes the infectious disease known as COVID-19 was reported.

The World Health Organization declared COVID-19 a Public

Health Emergency and Global Pandemic.

COVID-19 has severely impacted economies around the world.

We have taken steps to mitigate

the impact on us, but there can be no assurance that such steps will be successful, or that our business operations, or the operations

of our customers will not be materially and adversely affected by the consequences of the pandemic.

This could materially impact

our results of operations, cash flows, and financial condition.

A material weakness in our internal

control over financial reporting, if not remediated, could result in material misstatements in our financial statements.

Management is responsible for establishing

and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange

Act of 1934, as amended.

A material weakness (as defined in Rule 12b-2) is a deficiency, or combination of deficiencies, in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim

financial statements will not be prevented or detected on a timely basis.

We have had material weaknesses in the past that have

been remediated as of December 31, 2020.

There is no guarantee that material weakness could not arise in the future.

If additional

material weaknesses were to be identified, it could result in our consolidated financial statements containing material misstatements

in the future.

Our success is dependent in part

on obtaining, maintaining and enforcing our proprietary rights and our ability to avoid infringing on the proprietary rights of

We seek patent protection for those inventions

and technologies for which we believe such protection is suitable and is likely to provide a competitive advantage to us.

patent applications in the United States are maintained in secrecy until either the patent application is published, or a patent

is issued, we may not be aware of third-party patents, patent applications and other intellectual property relevant to our solutions

that may block our use of our intellectual property or may be used in third-party products that compete with our solutions and

In the event a competitor or other party successfully challenges our solutions, processes, patents or licenses or claims

that we have infringed upon their intellectual property, we could incur substantial litigation costs defending against such claims,

be required to pay royalties, license fees or other damages or be barred from using the intellectual property at issue, any of

which could have a material adverse effect on our business, operating results and financial condition.

We also rely substantially on trade secrets,

proprietary technology, nondisclosure and other contractual agreements, and technical measures to protect our technology, application,

design, and manufacturing know-how, and work actively to foster continuing technological innovation to maintain and protect our

competitive position.

We cannot assure you that steps taken by us to protect our intellectual property and other contractual agreements

for our business will be adequate, that our competitors will not independently develop or patent substantially equivalent or superior

technologies or be able to design around patents that we may receive, or that our intellectual property will not be misappropriated.

We could be subject to economic,

political, regulatory and other risks arising from our international operations.

Operating in international markets requires

significant resources and management attention and will subject us to regulatory, economic and political risks that may be different

from and incremental to those in the United States.

In addition to the risks that we face in the United States, our international

operations, as a result of our acquisitions in 2018 and 2019 wherein we now operate in Israel and Croatia, may involve risks that

could adversely affect our business, including:

the need to adapt our content and user interfaces for specific cultural and language differences;

However, the timing and impact of developments in the healthcare

industry are difficult to predict.

We cannot assure you that the markets for our solutions and services will continue to exist at current

levels or that we will have adequate technical, financial and marketing resources to react to changes in those markets.

If we are unable to manage growth, our operations

could be adversely affected.

Our ability to manage growth effectively will

depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train

and manage personnel.

There can be no absolute assurance that management will be able to manage growth effectively.

To manage growth effectively,

we will be required to continue to implement and improve our operating and financial systems and controls to expand, train and manage

our employee base.

Our ability to manage our operations and growth effectively will require us to continue to expend funds to enhance

our operational, financial and management controls, reporting systems and procedures, and to attract and retain sufficient talented personnel.

If we do not properly manage the growth

of our business, we may experience significant strains on our management and operations and disruptions in our business.

Various risks

arise when companies grow too quickly.

If our business grows too quickly, our ability to meet customer demand in a timely and efficient

manner could be challenged.

We may also experience development delays as we seek to meet increased demand for our solutions.

to properly manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating

plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with

our current or potential customers.

Our growth may be impacted by acquisitions.

We may not be able to identify suitable acquisition candidates, complete acquisitions or integrate acquisitions successfully.

Our future growth is likely to depend to some

degree on our ability to acquire and successfully integrate new businesses.

We may not be able to identify suitable acquisition candidates,

complete acquisitions, or integrate acquisitions successfully.

We may seek additional acquisition opportunities, both to further diversify

our business and to penetrate or expand important product offerings or markets.

There are no assurances, however, that we will be able

to successfully identify suitable candidates, negotiate appropriate terms, obtain financing on acceptable terms, complete proposed acquisitions,

successfully integrate acquired businesses, or expand into new markets.

Once acquired, operations may not achieve anticipated levels of

revenues or profitability.

Acquisitions involve risks, including difficulties in the integration of the operations, technologies, services

and products of the acquired companies and the diversion of management's attention from other business concerns.

Although our management

will endeavor to evaluate the risks inherent in any particular transaction, there are no assurances that we will properly ascertain all

Difficulties encountered with acquisitions could have a material adverse impact on our business.

Our business and growth may suffer if we are unable to attract

and retain key employees.

Our success has been largely dependent on the

skills, experience and efforts of our key employees and the loss of the services of any of our executive officers or other key employees,

without a properly executed transition plan, could have an adverse effect on us.

The loss of any member of our senior management

team or any of our other key employees could damage critical customer relationships, result in the loss of vital knowledge, experience

and expertise, could lead to an increase in recruitment and training costs and make it more difficult to successfully operate our business

and execute our business strategy.

We may not be able to find qualified potential replacements for these individuals and the integration

of potential replacements may be disruptive to our business.

Furthermore, our ability to expand operations

to accommodate our anticipated growth will also depend on our ability to attract and retain qualified media, management, finance, marketing,

sales and technical personnel.

However, competition for these types of employees is intense due to the limited number of qualified professionals.

Our ability to meet our business development objectives will depend in part on our ability to recruit, train and retain top quality people

with advanced skills who understand our technology and business.

If we are unable to engage and retain the necessary personnel, our business

may be materially and adversely affected.

We could be subject to economic, political,

regulatory and other risks arising from our international operations.

Operating in international markets requires significant

resources and management attention and will subject us to regulatory, economic and political risks that may be different from and incremental

to those in the United States.

In addition to the risks that we face in the United States, our international operations in Israel and

Croatia, may involve risks that could adversely affect our business, including:

difficulties and costs associated with staffing and managing foreign operations;

management distraction;

natural or man-made disasters, political, social and economic instability, including wars, terrorism and political unrest, outbreak of disease (such as the recent outbreak of the novel coronavirus, or COVID-19), boycotts, curtailment of trade, and other business restrictions;

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availability of reliable broadband connectivity and wide area networks in targeted areas for expansion.

Our failure to manage any of these risks

successfully could harm our international operations and our overall business, as well as results of our operations.

Our failure to manage any of these risks successfully

could harm our international operations and our overall business, as well as results of our operations.

Risks Related to Our Intellectual Property

and Technology

We are dependent, in part, on our intellectual

If we are not able to protect our proprietary rights or if those rights are invalidated or circumvented, our business may be

adversely affected.

Our business is dependent, in part, on our ability

to innovate, and, as a result, we are reliant on our intellectual property.

We generally protect our intellectual property through patents,

trademarks, trade secrets, confidentiality and nondisclosure agreements and other measures to the extent our budget permits.

be no assurance that patents will be issued from pending applications that we have filed or that our patents will be sufficient to protect

our key technology from misappropriation or falling into the public domain, nor can assurances be made that any of our patents, patent

applications, trademarks or our other intellectual property or proprietary rights will not be challenged, invalidated or circumvented.

In the event a competitor or other party successfully challenges our solutions, processes, patents or licenses or claims that we have

infringed upon their intellectual property, we could incur substantial litigation costs defending against such claims, be required to

pay royalties, license fees or other damages or be barred from using the intellectual property at issue, any of which could have a material

adverse effect on our business, operating results and financial condition.

We cannot assure you that steps taken by us to protect our

intellectual property and other contractual agreements for our business will be adequate, that our competitors will not independently

develop or patent substantially equivalent or superior technologies or be able to design around patents that we may receive, or that our

intellectual property will not be misappropriated.

If we are unable to protect our proprietary rights,

we may be at a disadvantage to others who do not incur the substantial time and expense we incur.

Preventing unauthorized use or infringement

of our intellectual property rights is inherently difficult.

Moreover, it may be difficult or practically impossible to detect theft or

unauthorized use of our intellectual property.

Any of the foregoing could have a material adverse effect upon our business, financial

condition and results of operations.

Cybersecurity incidents could disrupt business

operations, result in the loss of critical and confidential information, and adversely impact our reputation and results of operations.

Global cybersecurity threats can range from uncoordinated

individual attempts to gain unauthorized access to our information technology (IT) systems to sophisticated and targeted measures known

as advanced persistent threats.

While we employ comprehensive measures to prevent, detect, address and mitigate these threats (including

access controls, insurance, vulnerability assessments, continuous monitoring of our IT networks and systems, maintenance of backup and

protective systems and user training and education), cybersecurity incidents, depending on their nature and scope, could potentially result

in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information (our own

or that of third parties) and the disruption of business operations.

The potential consequences of a material cybersecurity incident include

reputational damage, loss of customers, litigation with customers and other parties, loss of trade secrets and other proprietary business

data and increased cybersecurity protection and remediation costs, which in turn could adversely affect our competitiveness and results

of operations.

Our business will suffer if our network

systems fail or become unavailable.

A reduction in the performance, reliability

and availability of our network infrastructure would harm our ability to distribute our solutions to our users, as well as our

reputation and ability to attract and retain customers.

Our systems and operations could be damaged or interrupted by fire, flood,

power loss, telecommunications failure, Internet breakdown, earthquake and similar events.

Our systems could also be subject to

viruses, break-ins, sabotage, acts of terrorism, acts of vandalism, hacking, cyber-terrorism and similar misconduct.

carry adequate business interruption insurance to compensate us for losses that may occur from a system outage.

Any system error

or failure that causes interruption in availability of our solutions or an increase in response time could result in a loss of

potential customers, which could have a material adverse effect on our business, financial condition and results of operations.

If we suffer sustained or repeated interruptions, then our solutions and services could be less attractive to our users and our

business would be materially harmed.

If we are unable to manage growth,

our operations could be adversely affected.

Our progress is expected to require the

full utilization of our management, financial and other resources.

Our ability to manage growth effectively will depend on our

ability to improve and expand operations, including our financial and management information systems, and to recruit, train and

manage personnel.

There can be no absolute assurance that management will be able to manage growth effectively.

If we do not properly manage the growth

of our business, we may experience significant strains on our management and operations and disruptions in our business.

risks arise when companies and industries grow quickly.

If our business or industry grows too quickly, our ability to meet customer

demand in a timely and efficient manner could be challenged.

We may also experience development delays as we seek to meet increased

demand for our solutions.

Our failure to properly manage the growth that we or our industry might experience could negatively impact

our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and

results of operations, and our reputation with our current or potential customers.

Our business is subject to changing

regulation of corporate governance and public disclosure.

Because our common stock is publicly traded,

we are subject to certain rules and regulations of federal and state entities charged with the protection of investors and the

oversight of companies whose securities are publicly traded.

These entities have continued to develop additional regulations and

requirements in response to laws enacted by Congress, most notably the Sarbanes-Oxley Act of 2002.

Complying with these new regulations

has resulted in, and is likely to continue to result in, increased general and administrative costs and a diversion of management

time and attention from revenue generating and other business activities to compliance activities.

Risks Relating to Our Securities

If a market for our common stock

is not maintained, shareholders may be unable to sell their shares.

Our common stock is traded under the symbol

“OPRX”

A reduction in the performance, reliability and

availability of our network infrastructure would harm our ability to distribute our solutions to our users, as well as our reputation

and ability to attract and retain customers.

Our systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications

failure, Internet breakdown, earthquake and similar events.

Our systems could also be subject to viruses, break-ins, sabotage, acts of

terrorism, acts of vandalism, hacking, cyber-terrorism and similar misconduct.

We might not carry adequate business interruption insurance

to compensate us for losses that may occur from a system outage.

Any system error or failure that causes interruption in availability

of our solutions or an increase in response time could result in a loss of potential customers, which could have a material adverse effect

on our business, financial condition and results of operations.

If we suffer sustained or repeated interruptions, then our solutions and

services could be less attractive to our users and our business would be materially harmed.

Risks Relating to Our Common Stock

If a market for our common stock is not

maintained, shareholders may be unable to sell their shares.

Our common stock is traded under the symbol “OPRX”

on the Nasdaq Capital Market.

We do not currently have a consistent active trading market.

There can be no assurance

that a consistent active and liquid trading market will develop or, if developed, that it will be sustained.

Historically, our securities have been

thinly traded.

Accordingly, it may be difficult to sell shares of our common stock without significantly depressing the value of

Unless we are successful in developing continued investor interest in our stock, sales of our stock could continue to

result in major fluctuations in the price of the stock.

The market price of our common stock

is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our

Our stock price is subject to a number

of factors, including:

There can be no assurance that a consistent

active and liquid trading market will develop or, if developed, that it will be sustained.

Historically, our securities have been thinly

Accordingly, it may be difficult to sell shares of our common stock without significantly depressing the value of the stock.

we are successful in developing continued investor interest in our stock, sales of our stock could continue to result in major fluctuations

in the price of the stock.

The market price of our common stock is

likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control.

Our stock price is subject to a number of factors,

Technological innovations or new solutions and services by us or our competitors;

4 unchanged sentences

Sales of our common stock;

Our ability to integrate operations, technology, solutions, and services;

Our ability to execute our business plan;

Operating results below or exceeding expectations;

Whether we achieve profits or not;

Our operating and financial performance and prospects;

Loss or addition of any strategic relationship;

Industry developments;

Economic and other external factors;

General financial, domestic, international, economic, industry and other market trends or conditions;

Period-to-period fluctuations in our financial results.

Our stock price may fluctuate widely as

a result of any of the above.

In addition, the securities markets have from time to time experienced significant price and volume

fluctuations that are unrelated to the operating performance of particular companies.

These market fluctuations may also materially

and adversely affect the market price of our common stock.

We do not expect to pay dividends

in the foreseeable future and any return on investment may be limited to the value of our common stock.

We do not anticipate paying cash dividends

on our common stock in the foreseeable future.

The payment of dividends on our common stock will depend on earnings, financial

condition and other business and economic factors affecting it at such time as the board of directors may consider relevant.

we do not pay dividends, our common stock may be less valuable because a return on your investment will occur only if our stock

price appreciates.

Provisions in the Nevada Revised

Statutes and our Bylaws could make it very difficult for an investor to bring any legal actions against our directors or officers

for violations of their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in any such

Members of our board of directors and our

officers will have no liability for breaches of their fiduciary duty of care as a director or officer, except in limited circumstances,

pursuant to provisions in the Nevada Revised Statutes and our Bylaws as authorized by the Nevada Revised Statutes.

Specifically,

Section 78.138 of the Nevada Revised Statutes provides that a director or officer is not individually liable to the company or

its shareholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or

officer unless it is proven that (1) the director’s or officer’s act or failure to act constituted a breach of his

or her fiduciary duties as a director or officer and (2) his or her breach of those duties involved intentional misconduct, fraud

or a knowing violation of law.

This provision is intended to afford directors and officers protection against and to limit their

potential liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer.

you may be unable to prevail in a legal action against our directors or officers even if they have breached their fiduciary duty

In addition, our Bylaws allow us to indemnify our directors and officers from and against any and all costs, charges and

expenses resulting from their acting in such capacities with us.

This means that if you were able to enforce an action against

our directors or officers, in all likelihood, we would be required to pay any expenses they incurred in defending the lawsuit and

any judgment or settlement they otherwise would be required to pay.

Accordingly, our indemnification obligations could divert needed

financial resources and may adversely affect our business, financial condition, results of operations and cash flows, and adversely

affect prevailing market prices for our common stock.

Our stock price may fluctuate widely as a result

of any of the above.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations

that are unrelated to the operating performance of particular companies.

These market fluctuations may also materially and adversely affect

the market price of our common stock.

We do not expect to pay dividends in the

foreseeable future and any return on investment may be limited to the value of our common stock.

We have never declared or paid any cash dividends

on our common stock.

We currently intend to retain all available funds and future earnings, if any, to fund our future growth and do not

expect to declare or pay any dividend on shares of our common stock in the foreseeable future.

As a result, the success of an investment

in our common stock may depend entirely upon any future appreciation in its value.

There is no guarantee that our common stock will appreciate

in value or even maintain the price at which it was purchased.

“Anti-takeover”

provisions may make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to

shareholders.

Company is a Nevada corporation.

Anti-takeover provisions in Nevada law and our charter and bylaws could make it more difficult for a

third party to acquire control of us.

These provisions could adversely affect the market price of the common stock and could reduce the

amount that shareholders might receive if the Company is sold.

For example, our charter provides that the board of directors may issue

preferred stock without shareholder approval.

In addition, our bylaws provide that shareholders cannot act by written consent and that

directors may be removed by shareholders only with the approval of the holders of not less than two-thirds

of the voting power of the issued and outstanding stock entitled to vote at an annual or special meeting of the shareholders.

Risks Related to Being a

Public Company

A material weakness in our internal control

over financial reporting, if not remediated, could result in material misstatements in our financial statements.

a result, current and potential shareholders and customers could lose confidence in our financial reporting, which could harm our business,

the trading price of our stock and our ability to retain our current customers or obtain new customers.

Management is responsible for establishing and

maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934,

A material weakness (as defined in Rule 12b-2) is a deficiency, or combination of deficiencies, in internal control over financial

reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not

be prevented or detected on a timely basis.

We have had material weaknesses in the past that were remediated as of December 31, 2020.

We cannot provide assurance that we will not in the future have additional material weaknesses in our internal control over financial

As a result, we may be required to implement further remedial measures and to design enhanced processes and controls to address

deficiencies, which could result in significant costs to us and require us to divert substantial resources, including management time,

from other activities.

If we identify material weaknesses or fail to maintain adequate internal controls over financial reporting in the

future, we may not be able to prepare reliable financial reports and comply with our reporting obligations under the Exchange Act on a

timely basis.

Any such delays in the preparation of financial reports and the filing of our periodic reports may result in a loss of public

confidence in the reliability of our financial statements, the commencement of litigation, or the commencement of regulatory action against

us, which may include court actions or administrative proceedings, any of which could materially adversely affect our business, the market

value of our securities and our access to the capital markets.

Unresolved Staff comments

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-K

Item 1A. Risk Factors