What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-05-09 compared with 2021-11-09 · 261 added, 276 removed, 107 unchanged (83% of the section changed)

2 unchanged sentences

10-Q are as follows:

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);

Condensed Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021 (unaudited);

Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 (unaudited);

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2022 and 2021 (unaudited);

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (unaudited);

Notes to Condensed Consolidated Financial Statements (unaudited).

OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30,

CONDENSED CONSOLIDATED BALANCE SHEETS

Current Assets

1 unchanged sentence

Accounts receivable, net

Prepaid expenses

Prepaid expenses and other

Total Current Assets

Property and equipment, net

Technology assets, net

Patent rights, net

Other intangible assets, net

Right of use assets, net

Other assets and deposits

Intangible assets, net

Security deposits and other assets

Total Other Assets

$ 138,138,919

$ 140,985,192

LIABILITIES AND STOCKHOLDERS’ EQUITY

4 unchanged sentences

Current portion of lease obligations

Current portion of contingent purchase price payable

Deferred revenue

1 unchanged sentence

Non-Current Liabilities

Lease obligations, net of current portion

Total Non-current Liabilities

Lease liabilities, net of current portion

Total Liabilities

1 unchanged sentence

Stockholders’ Equity

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

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2022 or December 31, 2021

Common stock, $ 0.001 par value, 166,666,667 shares authorized, 17,902,608 and 17,860,975 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

Additional paid-in-capital

5 unchanged sentences

$ 138,138,919

$ 140,985,192

The accompanying notes are an integral part of

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Nine Months Ended

September 30,

For the Three Months

Ended March 31,

Cost of revenues

Operating expenses

INCOME (LOSS) FROM OPERATIONS

Salaries, Wages, & Benefits

Stock-based compensation

Other general and administrative expenses

Total operating expenses

Loss from operations

( 3,761,101 )

OTHER INCOME (EXPENSE)

Interest income

Change in fair value of contingent consideration

TOTAL OTHER INCOME (EXPENSE)

INCOME(LOSS) BEFORE PROVISION FOR INCOME TAXES

( 3,564,293 )

PROVISION FOR INCOME TAXES

NET INCOME (LOSS)

Loss before provision for income taxes

( 3,761,098 )

Income tax benefit

$ ( 3,761,098 )

$ ( 637,377 )

WEIGHTED AVERGE SHARES OUTSTANDING

EARNINGS (LOSS) PER SHARE

Weighted average number of shares outstanding – basic

Weighted average number of shares outstanding – diluted

Income (loss) per share – basic

Income (loss) per share – diluted

The accompanying notes are an integral part of

3 unchanged sentences

IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND

Balance January 1, 2022

$ 166,615,514

Public offering of common shares, net of offering costs

Shares issued for stock options exercised

Shares issued as board compensation

Stock-based compensation expense

Balance March 31, 2021

$ ( 35,253,658 )

Shares issued for stock options exercised

Shares issued as board compensation

Stock-based compensation expense

Balance June 30, 2021

$ 131,379,717

1 unchanged sentence

Stock-based compensation expense

Balance September 30, 2021

( 3,761,098 )

$ 126,817,740

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 NINE MONTHS ENDED SEPTEMBER

Balance January 1, 2020

Balance March 31, 2022

$ 170,047,698

Shares issued for stock options exercised

Shares issued as board compensation

Stock-based compensation expense

$ ( 39,014,756 )

$ 131,050,845

Balance March 31, 2020

Balance January 1, 2021

$ ( 35,631,737 )

Shares issued for stock options exercised

Public offering of common shares, net of offering costs

Shares issued as board compensation

Shares issued for stock options exercised

Stock-based compensation expense

( 1,077,468 )

Balance March 31, 2021

$ 158,087,090

Balance June 30, 2020

$ ( 36,269,114 )

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

$ 121,835,237

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

For the Three Months

Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

$ ( 637,377 )

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

Depreciation, amortization, and non-cash lease expense

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

Stock-based compensation

Stock issued for board services

Stock issued for board service

Provision for loss on accounts receivable

Change in fair value of contingent consideration

Accounts receivable

( 2,921,824 )

( 5,994,527 )

Prepaid expenses and other assets

2 unchanged sentences

( 1,202,497 )

( 1,476,063 )

Accrued expenses and other liabilities

Deferred revenue

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

( 1,184,781 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of equipment

Purchase of intangible assets

( 1,550,569 )

Operating leases, net

Deferred revenue

NET CASH PROVIDED BY OPERATING ACTIVITIES

CASH FLOWS USED IN INVESTING ACTIVITIES:

Purchase of property and equipment

Purchase of intangible assets, including intellectual property rights

NET CASH USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

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

Proceeds from the exercise of options

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:

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

Proceeds from exercise of stock options

Payment of contingent consideration

( 1,610,813 )

( 4,389,187 )

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

( 3,057,107 )

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

( 6,820,142 )

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

3 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)

SEPTEMBER 30, 2021

MARCH 31, 2022

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”,

We are a digital health company that provides

communications solutions for life science companies, physicians and patients.

Connecting over half of healthcare providers in the U.S.

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 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 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

The accompanying condensed consolidated financial

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

“our”, or “us”).

We are a digital health technology company enabling

care-focused engagement between life sciences organizations, healthcare providers, and patients at critical junctures throughout the patient

care journey.

Connecting over 60 % of U.S.

healthcare providers and millions of their patients through an intelligent technology

platform embedded within a proprietary point-of-care network, OptimizeRx helps patients start and stay on their medications.

The condensed consolidated financial statements

for the three months ended March 31, 2022 and 2021 have been prepared by us without audit pursuant to the rules and regulations of the

Securities and Exchange Commission.

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

at March 31, 2022, and our results of operations, changes in stockholders’ equity, and cash flows for the three months ended March

31, 2022 and 2021, 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.

Securities and Exchange Commission on March 8, 2021.

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.

The condensed consolidated condensed

balance sheet as of December 31, 2021, 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, 2021, as filed with the U.S.

Securities and Exchange Commission on February 28, 2022.

The results of operations for the three months

ended March 31, 2022, 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 (Topic 740):

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

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 15, 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.

The adoption of this standard did not have a material

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

Not Yet Adopted

ASU Topic 2021-08 Business Combinations (Topic

805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract

liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with

ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts.

The standard is effective for the Company’s fiscal

year beginning January 1, 2023, with early adoption permitted.

The Company is currently evaluating the effect of this pronouncement on

its Consolidated Financial Statements, but it is not expected to have a material impact.

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

MARCH 31, 2022

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 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,

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 $ 2,824,724 and $ 2,110,865 at March 31, 2022, and December 31, 2021, respectively.

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

The Company has several signed contracts with

customers for the distribution of messaging, or other services, which include payment in advance.

The payments are not recorded as revenue

until the revenue is earned under its revenue recognition policy.

Deferred revenue was $ 1,293,044 and $ 1,389,907 as of March 31, 2022

and December 31, 2021, respectively.

The contracts are all short term in nature and all revenue is expected to be recognized within 12

months, or less.

Following is a summary of activity for the deferred revenue account for the quarter ended March 31.

Balance January 1, 2022

Revenue recognized

( 6,013,181 )

Amount collected

Balance March 31, 2022

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

Revenue from:

Science Companies

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 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.

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 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

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

whereby 4,833 options were used to pay the purchase price.

The remaining 158,839 shares issued in connection with the exercise of options

were all issued for cash.

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

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,

Life Science Companies

Total Revenue

NOTE 4 – LEASES

We have operating leases for office space in two

multitenant facilities with lease terms greater than 12 months, which are recorded as assets and liabilities on our condensed consolidated

balance sheets.

These leases include our corporate headquarters, located in Rochester, Michigan, and a technical facility in Zagreb, Croatia.

We also had a lease on office space in Cranbury, New Jersey, which expired in January 2022.

We did not renew the New Jersey lease.

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

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

MARCH 31, 2022

NOTE 4 – LEASES (continued)

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 and occasional rent for transient meeting and office spaces in shared office space facilities.

For the three months ended March 31, 2022 and

2021, the Company’s lease cost consists 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

Total lease cost

The table below presents the future minimum lease

payments to be made under operating leases as of March 31, 2022:

As of March 31, 2022

Total lease liabilities

The weighted average remaining lease term at March

31, 2022 for operating leases is 3.4 years and the weighted average discount rate used in calculating the operating lease asset and liability

Cash paid for amounts included in the measurement of lease liabilities was $ 24,493 and $ 30,846 for the three months ending March

31, 2022 and 2021, 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

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 )

For the three months ended March 31, 2022 and 2021, payments on lease obligations were $ 27,898 and $ 35,657 ,

respectively, and amortization on the right of use assets was $ 28,023 and $ 29,859 , respectively.

NOTE 5 – STOCKHOLDERS’ EQUITY

During the quarter ended March 31, 2022, we issued

a total of 28,006 shares of our common stock and received total proceeds of $ 258,128 in connection with the exercise of stock options

under our 2013 Incentive Plan.

We also issued 13,627 shares in connection with the vesting of restricted stock units under the same plan.

During the quarter ended March 31, 2021, we issued

a total of 510,803 shares of our common stock in connection with the exercise of stock options under our 2013 Incentive Plan.

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 for total proceeds of $ 1,120,011 .

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

MARCH 31, 2022

NOTE 5 – STOCKHOLDERS’ EQUITY (continued)

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 quarter ended March 31, 2021, we issued

2,695 shares of our common stock to our independent directors in connection with our Director Compensation Plan.

These shares were valued

at $ 124,994 at the day of issuance.

NOTE 6 – STOCK BASED COMPENSATION

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

compensation, including both options and restricted stock units.

We recorded $ 905,743 and $ 391,318 in compensation expense in the three

months ended March 31, 2022 and 2021, 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 model.

There is $ 10,390,172 of remaining expense related to unvested options to be recognized in the future over a weighted average period of

The total intrinsic value of outstanding options at March 31, 2022 was $ 8,474,053 .

We recorded $ 2,268,355 and $ 190,841 in compensation

expense related to restricted stock units in the three months ended March 31, 2022 and 2021, respectively.

These units vest both over

time and based on market conditions.

Of the $ 2,268,355 recorded in compensation expense, $ 1,503,359 is related to market-based equity

The expense related to the market-based grants was calculated using a Monte Carlo simulation.

There is $ 19,175,194 of remaining

expense related to unvested restricted stock units to be recognized in the future over a weighted average period of 2.3 years.

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 outstanding during the period.

The 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 options 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 period.

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.

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

MARCH 31, 2022

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

The following table sets forth the computation of basic and diluted

net loss per share.

Three Months Ended

$ ( 3,761,098 )

$ ( 637,377 )

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

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.

Weighted average shares outstanding used in computing net loss per share

Effect of dilutive stock options, warrants, and stock grants

Net Loss per share

No calculation of diluted earnings per share is

included for 2022 or 2021 as the effect of the calculation would be anti-dilutive.

The number of common shares potentially issuable upon

the exercise of certain options that were excluded from the diluted loss per common share calculation in 2022 was 221,251 related to options,

and 77,446 related to restricted stock units, for a total of 298,697 shares.

The number 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 units, for a total of 983,745 shares.

NOTE 8 – CONTINGENCIES

The Company is not currently involved in any legal proceedings.

NOTE 9 – INCOME TAXES

As discussed in our annual report on Form 10-K

for the year ended December 31, 2021, we had net operating loss carry-forwards for federal income tax purposes of $ 26.4 million as of

December 31, 2021.

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

NOTE 10 – SUBSEQUENT EVENTS

In April 2022, we completed the acquisition of

substantially all of the assets of EvinceMed Corp., a privately held leading provider of delivering end-to-end automation for specialty

pharmaceutical transactions.

This strategic acquisition allows us to help patients get access to the drugs they need by simplifying the

prescribing process for specialty products.

The consideration was comprised of $ 2 million in cash and the issuance of 240,741 shares

of common stock.

185,185 shares of common stock were issued at the closing of the acquisition and 55,556 shares of common stock were

issued but held back to secure potential adjustments to the purchase price that may result from the indemnification obligations of EvinceMed

and the EvinceMed shareholder indemnitors.

The shares were valued at $ 9,374,455 based on the closing price of $ 38.94 per share on

the date of acquisition.

The holdback amount will be released 12 months from the closing, subject to any adjustments for the payment

by EvinceMed and the shareholder indemnitors for its and their indemnification obligations.

It is impractical to disclose a preliminary purchase

price allocation of these assets at this time as we are currently in the process of completing that analysis.

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