2 unchanged sentences
10-Q are as follows:
−Removed: Condensed Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021 (unaudited);
−Removed: Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 (unaudited);
−Removed: Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2022 and 2021 (unaudited);
−Removed: Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (unaudited);
+Added: Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 (unaudited);
+Added: Condensed Consolidated
+Added: Statements of Operations for the three and six months ended June 30, 2022 and 2021 (unaudited);
+Added: Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021
+Added: Condensed Consolidated
+Added: Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited);
Notes to Condensed Consolidated Financial Statements (unaudited).
8 unchanged sentences
Intangible assets, net
+Added: Right of use assets, net
Security deposits and other assets
15 unchanged sentences
Stockholders’ Equity
−Removed: Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2022 or December 31, 2021
−Removed: 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
+Added: Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2022 and December 31, 2021
+Added: Common stock, $ 0.001 par value, 166,666,667 shares authorized, 18,174,182 and 17,860,975 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively
+Added: Treasury stock
Additional paid-in-capital
3 unchanged sentences
Total Stockholders’ Equity
+Added: $ 140,817,202
+Added: $ 131,379,717
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
5 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
−Removed: For the Three Months
−Removed: Ended March 31,
+Added: For the Three Months Ended
+Added: For the Six Months Ended
Cost of revenues
4 unchanged sentences
Total operating expenses
−Removed: Loss from operations
+Added: Income (Loss) from operations
( 3,908,530 )
+Added: ( 7,669,632 )
Interest income
−Removed: Loss before provision for income taxes
+Added: Income (Loss) before provision for income taxes
( 3,884,714 )
+Added: ( 7,645,812 )
Income tax benefit
+Added: Net Income (Loss)
$ ( 3,884,714 )
$ ( 7,645,812 )
+Added: $ ( 285,277 )
Weighted average number of shares outstanding – basic
7 unchanged sentences
IN STOCKHOLDERS’ EQUITY
−Removed: FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND
+Added: FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
+Added: Treasury Stock
Balance January 1, 2022
3 unchanged sentences
Shares issued for stock options exercised
+Added: Shares issued for restricted stock units vested
Stock-based compensation expense
5 unchanged sentences
$ 131,050,845
+Added: Shares issued for stock options exercised
+Added: Shares issued for acquisition
+Added: Repurchase of common stock
+Added: Stock-based compensation expense
+Added: ( 3,884,714 )
+Added: ( 3,884,714 )
+Added: Balance June 30, 2022
+Added: $ 183,698,497
+Added: $ ( 42,899,470
+Added: $ 140,817,202
+Added: The accompanying notes are an integral part of
+Added: these condensed consolidated financial statements.
+Added: OPTIMIZERx CORPORATION
+Added: CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
+Added: IN STOCKHOLDERS’ EQUITY
+Added: FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
+Added: Additional Paid in
Balance January 1, 2021
8 unchanged sentences
$ 121,835,237
+Added: Shares issued as board compensation
+Added: Shares issued for stock options exercised
+Added: Stock-based compensation expense
+Added: Balance June 30, 2021
+Added: $ 160,574,661
+Added: $ ( 35,917,014 )
+Added: $ 124,675,142
The accompanying notes are an integral part of
2 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: For the Three Months
−Removed: Ended March 31,
+Added: For the Six Months Ended
CASH FLOWS FROM OPERATING ACTIVITIES:
14 unchanged sentences
( 1,264,045 )
−Removed: ( 1,550,569 )
Operating leases, net
3 unchanged sentences
Purchase of property and equipment
+Added: EvinceMed acquisition
+Added: ( 2,000,000 )
Purchase of intangible assets, including intellectual property rights
NET CASH USED IN INVESTING ACTIVITIES
+Added: ( 2,186,592 )
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Proceeds from public offering of common stock, net of offering costs
+Added: Repurchase of common stock
Proceeds from exercise of stock options
2 unchanged sentences
NET CASH PROVIDED BY FINANCING ACTIVITIES
−Removed: NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
+Added: NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
2 unchanged sentences
Cash paid for interest
+Added: Reduction of EvinceMed purchase price for amounts previously paid
+Added: Shares issued in connection with acquisition
Cash paid for income taxes
3 unchanged sentences
OPTIMIZERx CORPORATION
−Removed: NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
−Removed: STATEMENTS (UNAUDITED)
−Removed: MARCH 31, 2022
+Added: NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
+Added: JUNE 30, 2022
NOTE 1 – NATURE OF BUSINESS AND BASIS OF
6 unchanged sentences
Connecting over 60 % of U.S.
−Removed: healthcare providers and millions of their patients through an intelligent technology
−Removed: platform embedded within a proprietary point-of-care network, OptimizeRx helps patients start and stay on their medications.
+Added: healthcare providers and millions of their patients through an intelligent technology platform
+Added: embedded within a proprietary point-of-care network, OptimizeRx helps patients start and stay on their medications.
The condensed consolidated financial statements
−Removed: 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
−Removed: Securities and Exchange Commission.
−Removed: In the opinion of management, all adjustments necessary to present fairly our financial position
−Removed: at March 31, 2022, and our results of operations, changes in stockholders’ equity, and cash flows for the three months ended March
−Removed: 31, 2022 and 2021, have been made.
+Added: for the three and six months ended June 30, 2022 and 2021 have been prepared by us without audit pursuant to the rules and regulations
+Added: Securities and Exchange Commission (“SEC”).
+Added: In the opinion of management, all adjustments necessary to present fairly
+Added: our financial position at June 30, 2022, and our results of operations, changes in stockholders’ equity, and cash flows for
+Added: the six months ended June 30, 2022 and 2021, have been made.
Those adjustments consist of normal and recurring adjustments.
−Removed: The condensed consolidated condensed
−Removed: balance sheet as of December 31, 2021, has been derived from the audited consolidated condensed balance sheet as of that date.
+Added: The condensed
+Added: consolidated balance sheet as of December 31, 2021, has been derived from the audited condensed consolidated balance sheet as of
Certain information and note disclosures, including
1 unchanged sentence
prepared in accordance with generally accepted accounting principles have been condensed or omitted.
−Removed: These consolidated condensed financial
+Added: These condensed consolidated financial
statements should be read in conjunction with a reading of the financial statements and notes thereto included in our Annual Report on
1 unchanged sentence
Securities and Exchange Commission on February 28,
−Removed: The results of operations for the three months
−Removed: ended March 31, 2022, are not necessarily indicative of the results to be expected for the full year.
+Added: The results of operations for the six months ended
+Added: June 30, 2022, are not necessarily indicative of the results to be expected for the full year.
NOTE 2 – NEW ACCOUNTING STANDARDS
16 unchanged sentences
ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts.
−Removed: The standard is effective for the Company’s fiscal
−Removed: year beginning January 1, 2023, with early adoption permitted.
−Removed: The Company is currently evaluating the effect of this pronouncement on
−Removed: its Consolidated Financial Statements, but it is not expected to have a material impact.
+Added: The standard is effective for the Company’s
+Added: fiscal year beginning January 1, 2023, with early adoption permitted.
+Added: The Company is currently evaluating the effect of this pronouncement
+Added: on its Consolidated Financial Statements, but it is not expected to have a material impact.
+Added: NOTE 3 - ACQUISITIONS
+Added: On April 14, 2022, we completed the acquisition
+Added: of substantially all of the assets of EvinceMed Corp., a privately held leading provider of delivering end-to-end automation for specialty
+Added: pharmaceutical transactions.
+Added: We completed the acquisition to expand the breadth of the solutions we offer our customers, particularly
+Added: where specialty medications are involved, The acquisition includes the full Market Access Management Platform for supporting pharma manufacturers,
+Added: hub providers and pharmacies to improve patient access, speed to therapy and activation of affordability programs.
+Added: With the EvinceMed
+Added: platform, OptimizeRx is able to help patients get access to the drugs they need by simplifying the prescribing process for specialty medications,
+Added: automating manual steps to determine drug eligibility and affordability, and introducing electronic enrollment and medical documentation
+Added: within workflow across the OptimizeRx network of electronic health record (EHR) systems, ePrescribing platforms, and account-based marketing
+Added: technologies.
+Added: The consideration was comprised of $ 2.0
+Added: million in cash, the issuance of 240,741 shares of common stock valued at $ 9,374,455 , and $ 708,334 of amounts previously paid.
+Added: total purchase price was $ 12,082,788.54 .
+Added: Of the 240,741 shares of common stock, 185,185 were issued at closing and 55,556 were
+Added: issued but held back to secure potential adjustments to the purchase price that may result from the indemnification obligations of
+Added: EvinceMed and the EvinceMed shareholder indemnitors.
+Added: The holdback amount will be released twelve months from the closing, subject to
+Added: any adjustments for the payment by EvinceMed and the shareholder indemnitors for its and their indemnification obligations.
+Added: purchase price was allocated to acquired technology totaling $ 4,149,000 with an estimated useful life of 8 years and the remaining
+Added: $ 7,933,789 was allocated to goodwill.
+Added: Goodwill represents the processes and synergies expected by integrating those processes with
+Added: The full amount of goodwill will be deductible for tax purposes using a fifteen year life.
+Added: The increase in goodwill for the
+Added: period is fully accounted for by this acquisition.
+Added: We determined pro forma data was immaterial for financial reporting purposes.
+Added: initial accounting is provisional and subject to change based on the completion of formal valuations.
+Added: Acquisition costs of approximately $ 19,739 were
+Added: expensed as incurred.
OPTIMIZERx CORPORATION
−Removed: NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
−Removed: STATEMENTS (UNAUDITED)
−Removed: MARCH 31, 2022
+Added: NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
+Added: JUNE 30, 2022
NOTE 4 – REVENUES
3 unchanged sentences
policies in advance of being able to invoice the customer, or we may invoice the customer prior to being able to recognize the revenue.
−Removed: Included in accounts receivable are unbilled amounts of $ 2,824,724 and $ 2,110,865 at March 31, 2022, and December 31, 2021, respectively.
+Added: Included in accounts receivable are unbilled amounts of $ 3,847,737 and $ 2,110,865 at June 30, 2022, and December 31, 2021, respectively.
Amounts billed in advance of revenue recognition are presented as deferred revenue on the condensed consolidated balance sheets.
−Removed: The Company has several signed contracts with
−Removed: customers for the distribution of messaging, or other services, which include payment in advance.
−Removed: The payments are not recorded as revenue
−Removed: until the revenue is earned under its revenue recognition policy.
−Removed: Deferred revenue was $ 1,293,044 and $ 1,389,907 as of March 31, 2022
−Removed: and December 31, 2021, respectively.
−Removed: The contracts are all short term in nature and all revenue is expected to be recognized within 12
−Removed: months, or less.
−Removed: Following is a summary of activity for the deferred revenue account for the quarter ended March 31.
+Added: The Company has several signed contracts with customers for the distribution
+Added: of messaging, or other services, which include payment in advance.
+Added: The payments are not recorded as revenue until the revenue is earned
+Added: under our revenue recognition policy.
+Added: Deferred revenue was $ 1,041,919 and $ 1,389,907 as of June 30, 2022 and December 31, 2021,
+Added: respectively.
+Added: The contracts are all short term in nature and all revenue is expected to be recognized within 12 months, or less.
+Added: is a summary of activity for the deferred revenue account for the quarter ended June 30.
Balance January 1
1 unchanged sentence
( 6,013,181 )
+Added: ( 3,361,479 )
Amount collected
Balance March 31
+Added: Revenue recognized
+Added: ( 7,373,802 )
+Added: ( 1,962,240 )
+Added: Amount collected
+Added: Balance June 30
The majority of our revenue is earned from life
4 unchanged sentences
Three Months Ended
+Added: Six Months Ended
Revenue from:
12 unchanged sentences
initial direct costs, and lease incentives received.
−Removed: Lease-related liabilities are
+Added: Lease-related liabilities are recognized at the present value of the remaining contractual
+Added: fixed lease payments, discounted using our incremental borrowing rate.
+Added: Amortization of the right of use assets is recognized as non-cash
+Added: lease expense on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.
+Added: Short term lease costs
+Added: include month to month leases and occasional rent for transient meeting and office spaces in shared office space facilities.
OPTIMIZERx CORPORATION
1 unchanged sentence
STATEMENTS (UNAUDITED)
−Removed: MARCH 31, 2022
−Removed: NOTE 4 – LEASES (continued)
−Removed: recognized at the present value of the remaining
−Removed: contractual fixed lease payments, discounted using our incremental borrowing rate.
−Removed: Amortization of the right of use assets is recognized
−Removed: as non-cash lease expense on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.
−Removed: term lease costs include month to month leases and occasional rent for transient meeting and office spaces in shared office space facilities.
−Removed: For the three months ended March 31, 2022 and
−Removed: 2021, the Company’s lease cost consists of the following components, each of which is included in operating expenses within the
−Removed: Company’s condensed consolidated statements of operations:
+Added: JUNE 30, 2022
+Added: For the three and six months ended
+Added: June 30, 2022, the Company’s lease cost consists of the following components, each of which is included in
+Added: operating expenses within the Company’s condensed consolidated statements of operations:
Operating lease cost
2 unchanged sentences
The table below presents the future minimum lease
−Removed: payments to be made under operating leases as of March 31, 2022:
−Removed: As of March 31, 2022
+Added: payments to be made under operating leases as of June 30, 2022:
+Added: As of June 30, 2022
Total lease liabilities
−Removed: The weighted average remaining lease term at March
−Removed: 31, 2022 for operating leases is 3.4 years and the weighted average discount rate used in calculating the operating lease asset and liability
−Removed: Cash paid for amounts included in the measurement of lease liabilities was $ 24,493 and $ 30,846 for the three months ending March
+Added: The weighted average remaining lease term at June 30, 2022 for
+Added: operating leases is 3.2 years and the weighted average discount rate used in calculating the operating lease asset and liability is 4.5 %.
+Added: Cash paid for amounts included in the measurement of lease liabilities was $ 45,599 and $ 62,069 for the six months ended June 30,
2022 and 2021, respectively.
−Removed: For the three months ended March 31, 2022 and 2021, payments on lease obligations were $ 27,898 and $ 35,657 ,
+Added: For the six months ended June 30, 2022 and 2021, payments on lease obligations were $ 52,168 and $ 71,397 ,
respectively, and amortization on the right of use assets was $ 52,662 and $ 60,013 , respectively.
NOTE 6 – STOCKHOLDERS’ EQUITY
−Removed: During the quarter ended March 31, 2022, we issued
−Removed: 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
−Removed: under our 2013 Incentive Plan.
−Removed: We also issued 13,627 shares in connection with the vesting of restricted stock units under the same plan.
−Removed: During the quarter ended March 31, 2021, we issued
−Removed: a total of 510,803 shares of our common stock in connection with the exercise of stock options under our 2013 Incentive Plan.
−Removed: of 368,329 shares were issued in a cashless transaction related to 394,739 expiring options using the net settled method whereby 26,410
−Removed: options were used to pay the purchase price.
−Removed: The remaining 116,064 shares issued in connection with the exercise of options were all issued
−Removed: for cash for total proceeds of $ 1,120,011 .
+Added: During the quarters ended June 30, 2022 and March 31, 2022,
+Added: we issued 43,701 and 28,006 shares of our common stock, respectively, and received proceeds of $ 572,347 and $ 258,128 , respectively, in
+Added: connection with the exercise of stock options under our 2013 equity incentive plan.
+Added: During the quarters ended June 30, 2021 and
+Added: March 31, 2021, we issued 232,806 shares and 510,803 shares of our common stock, respectively, and received proceeds of $ 1,590,767
+Added: and $ 1,120,011 , respectively, in connection with the exercise of stock options under our 2013 equity incentive plan.
+Added: Of the shares issued
+Added: in the quarter ended March 31, 2021, a total of 368,329 shares were issued in a cashless transaction related to 394,739 expiring
+Added: options using the net settled method whereby 26,410 options were used to pay the purchase price.
+Added: The remaining 116,064 shares issued in
+Added: connection with the exercise of options were all issued for cash.
+Added: During the quarter ended June 30, 2022,
+Added: the Board authorized a share repurchase program, under which the Company may repurchase up to $ 20 million of its outstanding
+Added: common stock.
+Added: Through June 30, 2022, we repurchased 12,868 shares of our common stock for a total of $ 321,054 .
+Added: were recorded as Treasury Shares using the par value method.
+Added: During the quarter ended March 31, 2021,
+Added: in an underwritten primary offering, we issued 1,523,750 shares of our common stock for gross proceeds of $ 75,425,625 .
+Added: In connection with
+Added: this transaction, we incurred equity issuance costs of $ 4,754,089 related to payments to the underwriter, advisors and legal fees associated
+Added: with the transaction, resulting in net proceeds to the Company of $ 70,671,536 .
+Added: Our previous director’s compensation plan
+Added: called for issuance of shares of common stock each quarter to each independent director.
+Added: In 2021, we issued 2,695 shares valued at
+Added: $ 124,994 in the quarter ended March 31, 2021 and 2,035 shares valued at $ 125,091 in the quarter ended June 30, 2021.
+Added: current non-employee director's compensation program calls for the grant of restricted stock units with a one year vesting period.
+Added: Therefore, no shares were issued to our independent directors during the periods ending March 31 and June 30, 2022.
OPTIMIZERx CORPORATION
1 unchanged sentence
STATEMENTS (UNAUDITED)
−Removed: MARCH 31, 2022
−Removed: NOTE 5 – STOCKHOLDERS’ EQUITY (continued)
−Removed: During the quarter ended March 31, 2021, in an
−Removed: underwritten primary offering, we issued 1,523,750 shares of our common stock for gross proceeds of $ 75,425,625 .
−Removed: In connection with this
−Removed: transaction, we incurred equity issuance costs of $ 4,754,089 related to payments to the underwriter, advisors and legal fees associated
−Removed: with the transaction, resulting in net proceeds to the Company of $ 70,671,536 .
−Removed: During the quarter ended March 31, 2021, we issued
−Removed: 2,695 shares of our common stock to our independent directors in connection with our Director Compensation Plan.
−Removed: These shares were valued
−Removed: at $ 124,994 at the day of issuance.
+Added: JUNE 30, 2022
NOTE 7 – STOCK BASED COMPENSATION
−Removed: We use the fair value method to account for stock-based
−Removed: compensation, including both options and restricted stock units.
−Removed: We recorded $ 905,743 and $ 391,318 in compensation expense in the three
−Removed: months ended March 31, 2022 and 2021, respectively, related to options issued under our equity compensation plans.
−Removed: This includes expense
−Removed: related to options issued in prior years for which the requisite service period for those options includes the current period as well
−Removed: as options issued in the current period.
+Added: We use the fair value method to account for stock-based compensation,
+Added: including both options and restricted stock units.
+Added: We recorded $ 2,242,553 and $ 954,434 in compensation expense in the six months ended
+Added: June 30, 2022 and 2021, respectively, related to options issued under our equity compensation plans.
+Added: This includes expense related
+Added: to options issued in prior years for which the requisite service period for those options includes the current period as well as options
+Added: issued in the current period.
+Added: During the three months ended June 30, 2022, we granted certain performance based options, the expense for
+Added: which will be recorded over time once the achievement of the performance is deemed probable.
+Added: There was no expense related to these options
+Added: recorded during the period.
The fair value of these instruments was calculated using the Black-Scholes option pricing model.
−Removed: There is $ 10,390,172 of remaining expense related to unvested options to be recognized in the future over a weighted average period of
−Removed: The total intrinsic value of outstanding options at March 31, 2022 was $ 8,474,053 .
−Removed: We recorded $ 2,268,355 and $ 190,841 in compensation
−Removed: expense related to restricted stock units in the three months ended March 31, 2022 and 2021, respectively.
−Removed: These units vest both over
−Removed: time and based on market conditions.
−Removed: Of the $ 2,268,355 recorded in compensation expense, $ 1,503,359 is related to market-based equity
−Removed: The expense related to the market-based grants was calculated using a Monte Carlo simulation.
−Removed: There is $ 19,175,194 of remaining
−Removed: expense related to unvested restricted stock units to be recognized in the future over a weighted average period of 2.3 years.
+Added: $ 12,883,915 of remaining expense related to unvested options to be recognized in the future over a weighted average period of 2.3 years.
+Added: The total intrinsic value of outstanding options at June 30, 2022 was $ 4,451,689 .
+Added: We recorded $ 4,956,868 and $ 399,672 in compensation expense related
+Added: to restricted stock units in the six months ended June 30, 2022 and 2021, respectively.
+Added: These units vest over time, based on market
+Added: conditions, or when certain performance requirements are met.
+Added: We issued 13,627 shares during the period ended March 31, 2022 for restricted
+Added: stock units vested.
+Added: Of the $ 4,956,868 recorded in compensation expense, $ 3,023,422 is related to market-based equity grants.
+Added: no expense recorded in relation to the performance based grants.
+Added: The expense related to the market-based grants was calculated using a
+Added: Monte Carlo simulation.
+Added: There is $ 20,877,781 of remaining expense related to unvested restricted stock units to be recognized in the future
+Added: over a weighted average period of 2.2 years.
NOTE 8 – EARNINGS (LOSS) PER SHARE
10 unchanged sentences
increase as the average stock price increases.
−Removed: OPTIMIZERx CORPORATION
−Removed: NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
−Removed: STATEMENTS (UNAUDITED)
−Removed: MARCH 31, 2022
−Removed: NOTE 7 – EARNINGS (LOSS) PER SHARE (continued)
−Removed: The following table sets forth the computation of basic and diluted
−Removed: net loss per share.
+Added: The following table sets forth the computation
+Added: of basic and diluted net loss per share.
Three Months Ended
+Added: Six Months Ended
+Added: Net income (loss)
$ ( 3,884,714 )
$ ( 7,645,812 )
+Added: $ ( 285,277 )
Weighted average shares outstanding used in computing net loss per share
−Removed: Effect of dilutive stock options, warrants, and stock grants
−Removed: Net Loss per share
+Added: Effect of dilutive stock options, warrants, and unvested
+Added: restricted stock unit awards
+Added: Net income (loss) per share
No calculation of diluted earnings per share is
−Removed: included for 2022 or 2021 as the effect of the calculation would be anti-dilutive.
−Removed: The number of common shares potentially issuable upon
−Removed: the exercise of certain options that were excluded from the diluted loss per common share calculation in 2022 was 221,251 related to options,
−Removed: and 77,446 related to restricted stock units, for a total of 298,697 shares.
−Removed: The number of common shares potentially issuable upon the
−Removed: exercise of certain options that were excluded from the diluted loss per common share calculation in 2021 was 846,441 related to options,
−Removed: and 137,304 related to restricted stock units, for a total of 983,745 shares.
+Added: included for 2022 or the six months ended June 30, 2021, as the effect of the calculation would be anti-dilutive.
+Added: OPTIMIZERx CORPORATION
+Added: NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
+Added: STATEMENTS (UNAUDITED)
+Added: JUNE 30, 2022
+Added: The number of common shares potentially issuable
+Added: upon the exercise of certain options or for unvested restricted stock unit awards are reflected in the table below.
+Added: Three Months Ended
+Added: Six Months Ended
+Added: Weighted average number of shares for the periods ended
+Added: Unvested restricted stock unit awards
NOTE 9 – CONTINGENCIES
−Removed: The Company is not currently involved in any legal proceedings.
+Added: The Company is not currently involved in any material
+Added: legal proceedings.
NOTE 10 – INCOME TAXES
As discussed in our annual report on Form 10-K
−Removed: 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
−Removed: December 31, 2021.
+Added: for the year ended December 31, 2021, we had net operating loss carry-forwards for federal income tax purposes of $ 26.4 million as
+Added: of December 31, 2021.
Accordingly, no federal income tax expense or benefit is recorded in the current period.
NOTE 11 – SUBSEQUENT EVENTS
−Removed: In April 2022, we completed the acquisition of
−Removed: substantially all of the assets of EvinceMed Corp., a privately held leading provider of delivering end-to-end automation for specialty
−Removed: pharmaceutical transactions.
−Removed: This strategic acquisition allows us to help patients get access to the drugs they need by simplifying the
−Removed: prescribing process for specialty products.
−Removed: The consideration was comprised of $ 2 million in cash and the issuance of 240,741 shares
−Removed: of common stock.
−Removed: 185,185 shares of common stock were issued at the closing of the acquisition and 55,556 shares of common stock were
−Removed: issued but held back to secure potential adjustments to the purchase price that may result from the indemnification obligations of EvinceMed
−Removed: and the EvinceMed shareholder indemnitors.
−Removed: The shares were valued at $ 9,374,455 based on the closing price of $ 38.94 per share on
−Removed: the date of acquisition.
−Removed: The holdback amount will be released 12 months from the closing, subject to any adjustments for the payment
−Removed: by EvinceMed and the shareholder indemnitors for its and their indemnification obligations.
−Removed: It is impractical to disclose a preliminary purchase
−Removed: price allocation of these assets at this time as we are currently in the process of completing that analysis.
+Added: In July 2022, we received proceeds of $ 219,630 and issued 68,751 shares
+Added: of common stock in conjunction with the exercise of stock options.
+Added: We have purchased 219,877 shares of our common stock for an average
+Added: price of $ 22.91 .
+Added: Total Number of Shares Purchased (1)
+Added: Average Price Paid per Share
+Added: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
+Added: Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)
+Added: 7/1/22 - 7/31/22
+Added: 8/1/22 - 8/8/22
+Added: In accordance with ASC 855-10, we have analyzed events and transactions
+Added: that occurred subsequent to June 30, 2022 through the date these financial statements were issued and have determined that we do
+Added: not have any other material subsequent events to disclose or recognize in these financial statements.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.