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Item 1. Financial Statements

2022-11-08 compared with 2022-08-09 · 278 added, 215 removed, 242 unchanged (67% of the section changed)

Financial Statements

Our condensed consolidated financial statements included in this Form

10-Q are as follows:

Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 (unaudited);

Condensed Consolidated

Statements of Operations for the three and six months ended June 30, 2022 and 2021 (unaudited);

Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021

Condensed Consolidated

Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited);

Notes to Condensed Consolidated Financial Statements (unaudited).

OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

condensed consolidated financial statements included in this Form 10-Q are as follows:

Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021 (unaudited);

Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (unaudited);

Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021

Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (unaudited);

to Condensed Consolidated Financial Statements (unaudited).

CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets

Cash and cash equivalents

Short term investments

Accounts receivable, net

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$ 140,985,192

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’

Current Liabilities

6 unchanged sentences

Non-Current Liabilities

Lease liabilities, net of current portion

Lease liabilities, net of current

Total Liabilities

1 unchanged sentence

Stockholders’ Equity

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2022 and December 31, 2021

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

Preferred stock,$ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at September 30, 2022 and December 31, 2021

Common stock, $ 0.001 par value, 166,666,667 shares authorized, 18,261,239

issued at September 31, 2022 and 17,860,975 shares issued and outstanding at December 31, 2021.

Treasury stock

6 unchanged sentences

$ 131,379,717

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’

$ 135,873,421

$ 140,985,192

The accompanying notes are an integral part of

these condensed consolidated financial statements.

OPTIMIZERx CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

accompanying notes are an integral part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

For Three Months Ended

September 30,

For Nine Months Ended

September 30,

Cost of revenues

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Stock-based compensation

Other general and administrative expenses

Other general and administrative

Total operating expenses

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$ ( 245,383 )

Weighted average number of shares outstanding – basic

Weighted average number of shares outstanding – diluted

Weighted average number of shares outstanding –

Income (loss) per share – basic

Income (loss) per share – diluted

The accompanying notes are an integral part of

these condensed consolidated financial statements.

OPTIMIZERx CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

accompanying notes are an integral part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Treasury Stock

22 unchanged sentences

$ 140,817,202

The accompanying notes are an integral part of

these condensed consolidated financial statements.

OPTIMIZERx CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Additional Paid in

Shares issued for stock options exercised

Shares issued for restricted stock units vested

Repurchase of common stock

( 12,239,824 )

( 12,240,517 )

Stock-based compensation expense

( 3,466,792 )

Balance September 30, 2022

$ 175,920,910

$ ( 46,366,262 )

$ 129,572,203

accompanying notes are an integral part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

Balance January 1, 2021

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$ 121,835,237

Shares issued as board compensation

4 unchanged sentences

$ 124,675,142

Shares issued for stock options exercised

Stock-based compensation expense

Balance September 30, 2021

$ 162,677,132

The accompanying notes are an integral part of

these condensed consolidated financial statements.

OPTIMIZERx CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

$ ( 35,877,120 )

$ 126,817,740

accompanying notes are an integral part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

$ ( 245,383 )

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

Adjustments to reconcile net loss to net cash provided

by operating activities:

Depreciation and amortization

3 unchanged sentences

Accounts receivable

( 2,921,824 )

Prepaid expenses and other assets

7 unchanged sentences

Deferred revenue

NET CASH PROVIDED BY OPERATING ACTIVITIES

NET CASH PROVIDED BY OPERATING

CASH FLOWS USED IN INVESTING ACTIVITIES:

2 unchanged sentences

( 2,000,000 )

Purchase of intangible assets, including intellectual property rights

Purchase of short term investments

( 37,468,889 )

Purchase of intangible assets, including

intellectual property rights

NET CASH USED IN INVESTING ACTIVITIES

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CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:

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

Proceeds from public offering of common stock, net of offering

Repurchase of common stock

( 12,561,571 )

Proceeds from exercise of stock options

1 unchanged sentence

( 1,610,813 )

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS - END OF PERIOD

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

( 11,511,467 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

( 43,352,750 )

CASH AND CASH EQUIVALENTS - BEGINNING

CASH AND CASH EQUIVALENTS - END OF

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest

Reduction of EvinceMed purchase price for amounts previously paid

Reduction of EvinceMed purchase price

for amounts previously paid

Shares issued in connection with acquisition

Cash paid for income taxes

Lease liabilities arising from right of use assets

The accompanying notes are an integral part of

these condensed consolidated financial statements.

accompanying notes are an integral part of these condensed consolidated financial statements.

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2022

NOTE 1 – NATURE OF BUSINESS AND BASIS OF

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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.

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.

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 and six months ended June 30, 2022 and 2021 have been prepared by us without audit pursuant to the rules and regulations

for the three and nine months ended September 30, 2022 and 2021 have been prepared by us without audit 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 financial position at June 30, 2022, and our results of operations, changes in stockholders’ equity, and cash flows for

the six months ended June 30, 2022 and 2021, have been made.

Those adjustments consist of normal and recurring adjustments.

The condensed

consolidated balance sheet as of December 31, 2021, has been derived from the audited condensed consolidated balance sheet as of

In the opinion of management, all adjustments necessary

to present fairly our financial position at September 30, 2022, and our results of operations, changes in stockholders’ equity,

and cash flows for the nine months ended September 30, 2022 and 2021, have been made.

Those adjustments consist of normal and recurring

The condensed consolidated balance sheet as of December 31, 2021, has been derived from the audited condensed consolidated

balance sheet as of that date.

Certain information and note disclosures, including

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Securities and Exchange Commission on February 28,

The results of operations for the six months ended

June 30, 2022, are not necessarily indicative of the results to be expected for the full year.

The results of operations for the nine months

ended September 30, 2022, are not necessarily indicative of the results to be expected for the full year.

NOTE 2 – NEW ACCOUNTING STANDARDS

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We completed the acquisition to expand the breadth of the solutions we offer our customers, particularly

where specialty medications are involved, The acquisition includes the full Market Access Management Platform for supporting pharma manufacturers,

where specialty medications are involved, The acquisition included the full Market Access Management Platform for supporting pharma manufacturers,

hub providers and pharmacies to improve patient access, speed to therapy and activation of affordability programs.

With the EvinceMed

platform, OptimizeRx is able to help patients get access to the drugs they need by simplifying the prescribing process for specialty medications,

automating manual steps to determine drug eligibility and affordability, and introducing electronic enrollment and medical documentation

within workflow across the OptimizeRx network of electronic health record (EHR) systems, ePrescribing platforms, and account-based marketing

platform, OptimizeRx is able to help patients get access to the drugs they need by simplifying the prescribing process for specialty

medications, automating manual steps to determine drug eligibility and affordability, and introducing electronic enrollment and medical

documentation across the OptimizeRx network of electronic health record (EHR) systems, ePrescribing platforms, and account-based marketing

technologies.

The consideration was comprised of $ 2.0

million in cash, the issuance of 240,741 shares of common stock valued at $ 9,374,455 , and $ 708,334 of amounts previously paid.

total purchase price was $ 12,082,788.54 .

Of the 240,741 shares of common stock, 185,185 were issued at closing and 55,556 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 holdback amount will be released twelve months from the closing, subject to

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

purchase price was allocated to acquired technology totaling $ 4,149,000 with an estimated useful life of 8 years and the remaining

$ 7,933,789 was allocated to goodwill.

Goodwill represents the processes and synergies expected by integrating those processes with

The full amount of goodwill will be deductible for tax purposes using a fifteen year life.

The increase in goodwill for the

period is fully accounted for by this acquisition.

We determined pro forma data was immaterial for financial reporting purposes.

initial accounting is provisional and subject to change based on the completion of formal valuations.

Acquisition costs of approximately $ 19,739 were

expensed as incurred.

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2022

The consideration was comprised of $ 2.0 million

in cash, the issuance of 240,741 shares of common stock valued at $ 9,374,455 , and $ 708,334 of amounts previously paid.

The total purchase

price was $ 12,082,788.54 .

Of the 240,741 shares of common stock, 185,185 were issued at closing and 55,556 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 holdback amount will be released twelve months from the closing, subject to any adjustments for the payment

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

The purchase price was allocated to acquired

technology totaling $ 4,149,000 with an estimated useful life of 8 years and the remaining $ 7,933,789 was allocated to goodwill.

represents the processes and synergies expected by integrating those processes with our own.

The full amount of goodwill will be deductible

for tax purposes using a 15 year life.

The increase in goodwill for the period is fully accounted for by this acquisition.

We determined

pro forma data was immaterial for financial reporting purposes.

The initial accounting is provisional and subject to change based on

the completion of formal valuations.

Acquisition costs of approximately $ 22,318 were expensed

NOTE 4 - CASH, CASH EQUIVALENTS AND SHORT-TERM

Cash equivalents include items almost as liquid

as cash with maturity periods of three months or less when purchased, and short-term investments include items with maturity dates between

three months and one year when purchased.

We account for marketable securities in accordance with ASC 320, “Investments - Debt Securities”,

which require that certain debt securities be classified into one of three categories:

held-to-maturity, available-for-sale, or trading

securities, and depending upon the classification, value the security at amortized cost or fair market value.

At September 30, 2022,

we have recorded $ 37.5 million of held-to-maturity United States’ Treasury Bills at amortized cost basis, that has a fair market value

of $ 37.5 million.

Our held-to-maturity United States’ Treasury Bills have maturity dates between December 2022 and January 2023 .

no marketable securities at December 31, 2021.

NOTE 5 – REVENUES

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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 $ 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.

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 our revenue recognition policy.

Deferred revenue was $ 1,041,919 and $ 1,389,907 as of June 30, 2022 and December 31, 2021,

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

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

Included in accounts receivable are unbilled amounts of $ 3,510,698 and $ 2,110,865 at September 30, 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.

is a summary of activity for the deferred revenue account for the quarter ended June 30.

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 our revenue recognition policy.

Deferred revenue was $ 673,214 and $ 1,389,907 as of September 30,

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 nine months ended September 30.

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2022

Balance January 1

9 unchanged sentences

Balance June 30

Revenue recognized

( 9,611,912 )

( 9,689,285 )

Amount collected

Balance September 30

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 small portion of our revenue is earned

from other sources, such as associations and technology companies.

A break down is set forth in the table below.

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Revenue from:

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NOTE 6 – 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

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.

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

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

We did not renew the New Jersey

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.

term lease costs 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)

JUNE 30, 2022

For the three and six months ended

June 30, 2022, 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:

SEPTEMBER 30, 2022

For the three and nine months ended September 30,

2022, 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:

September 30,

Operating lease cost

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The table below presents the future minimum lease

payments to be made under operating leases as of June 30, 2022:

As of June 30, 2022

payments to be made under operating leases as of September 30, 2022:

As of September 30, 2022

Total lease liabilities

The weighted average remaining lease term at June 30, 2022 for

operating leases is 3.2 years and the weighted average discount rate used in calculating the operating lease asset and liability is 4.5 %.

Cash paid for amounts included in the measurement of lease liabilities was $ 45,599 and $ 62,069 for the six months ended June 30,

2022 and 2021, respectively.

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.

The weighted average remaining lease term at

September 30, 2022 for operating leases is 3.0 years and the weighted average discount rate used in calculating the operating lease

asset and liability is 4.5 %.

Cash paid for amounts included in the measurement of lease liabilities was $ 66,244 and $ 93,596 for the nine

months ended September 30, 2022 and 2021, respectively.

For the nine months ended September 30, 2022 and 2021, payments on

lease obligations were $ 75,719 and $ 107,136 , respectively, and amortization on the right of use assets was $ 77,011 and $ 90,471 , respectively.

NOTE 7 – STOCKHOLDERS’ EQUITY

During the quarters ended June 30, 2022 and March 31, 2022,

we issued 43,701 and 28,006 shares of our common stock, respectively, and received proceeds of $ 572,347 and $ 258,128 , respectively, in

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

During the quarters ended June 30, 2021 and

March 31, 2021, we issued 232,806 shares and 510,803 shares of our common stock, respectively, and received proceeds of $ 1,590,767

and $ 1,120,011 , respectively, in connection with the exercise of stock options under our 2013 equity incentive plan.

Of the shares issued

in the quarter ended March 31, 2021, a total of 368,329 shares were issued in a cashless transaction related to 394,739 expiring

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

The remaining 116,064 shares issued in

connection with the exercise of options were all issued for cash.

During the quarter ended June 30, 2022,

the Board authorized a share repurchase program, under which the Company may repurchase up to $ 20 million of its outstanding

common stock.

Through June 30, 2022, we repurchased 12,868 shares of our common stock for a total of $ 321,054 .

were recorded as Treasury Shares using the par value method.

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 .

Our previous director’s compensation plan

called for issuance of shares of common stock each quarter to each independent director.

In 2021, we issued 2,695 shares valued at

$ 124,994 in the quarter ended March 31, 2021 and 2,035 shares valued at $ 125,091 in the quarter ended June 30, 2021.

current non-employee director's compensation program calls for the grant of restricted stock units with a one year vesting period.

Therefore, no shares were issued to our independent directors during the periods ending March 31 and June 30, 2022.

During the quarters ended September 30,

2022, June 30, 2022, and March 31, 2022 we issued 68,751 , 43,701 and 28,006 shares of our common stock, respectively, and received

proceeds of $ 219,629 , $ 572,347 , and $ 258,128 , respectively, in connection with the exercise of stock options under our 2013 equity incentive

During 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

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

No 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.

OPTIMIZERx CORPORATION

1 unchanged sentence

STATEMENTS (UNAUDITED)

JUNE 30, 2022

SEPTEMBER 30, 2022

During the quarter ended June 30, 2022,

the Board authorized a share repurchase program, under which the Company may repurchase up to $ 20.0 million of its outstanding common

Through September 30, 2022, we repurchased 706,114 shares of our common stock for a total of $ 12,561,571 .

These shares were

recorded as Treasury Shares using the par value method.

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 .

NOTE 8 – STOCK BASED COMPENSATION

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

including both options and restricted stock units.

We recorded $ 2,242,553 and $ 954,434 in compensation expense in the six months ended

June 30, 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.

During the three months ended June 30, 2022, we granted certain performance based options, the expense for

which will be recorded over time once the achievement of the performance is deemed probable.

There was no expense related to these options

recorded during the period.

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

$ 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.

The total intrinsic value of outstanding options at June 30, 2022 was $ 4,451,689 .

We recorded $ 4,956,868 and $ 399,672 in compensation expense related

to restricted stock units in the six months ended June 30, 2022 and 2021, respectively.

These units vest over time, based on market

conditions, or when certain performance requirements are met.

We issued 13,627 shares during the period ended March 31, 2022 for restricted

stock units vested.

Of the $ 4,956,868 recorded in compensation expense, $ 3,023,422 is related to market-based equity grants.

no expense recorded in relation to the performance based grants.

The expense related to the market-based grants was calculated using a

Monte Carlo simulation.

There is $ 20,877,781 of remaining expense related to unvested restricted stock units to be recognized in the future

over a weighted average period of 2.2 years.

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

compensation, including both options and restricted stock units.

We recorded $ 3,624,065 and $ 1,711,075 in compensation expense in the

nine months ended September 30, 2022 and 2021, respectively, related to options issued under our equity compensation plans.

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.

During the three months ended June 30, 2022, we granted certain performance

based options, the expense for which will be recorded over time once the achievement of the performance is deemed probable.

no expense related to these options recorded during the period.

The fair value of these instruments was calculated using the Black-Scholes

option pricing model.

There is $ 11,677,040 of remaining expense related to unvested options to be recognized in the future over a weighted

average period of 2.15 years.

The total intrinsic value of outstanding options at September 30, 2022 was $ 645,740 .

We recorded $ 7,852,597 and $ 901,123 in compensation

expense related to restricted stock units in the nine months ended September 30, 2022 and 2021, respectively.

These units vest over

time, based on market conditions, or when certain performance requirements are met.

We issued 19,065 shares during the nine months ended

September 30, 2022 for restricted stock units vested.

Of the $ 7,852,597 recorded in compensation expense, $ 4,560,189 is related

to market-based equity grants.

There was no expense recorded in relation to the performance based grants.

The expense related to the

market-based grants was calculated using a Monte Carlo simulation.

There is $ 18,441,496 of remaining expense related to unvested restricted

stock units to be recognized in the future over a weighted average period of 2.02 years.

Our previous director’s compensation plan

called for the issuance of fully-vested shares of common stock each quarter to each independent director.

In 2021, we issued 2,695 shares

valued at $ 124,994 in the quarter ended March 31, 2021 and 2,035 shares valued at $ 125,091 in the quarter ended June 30, 2021.

Our current non-employee director’s compensation program calls for the grant of restricted stock units with a one year vesting

Therefore, no grants of fully-vested shares were issued to our non-employee directors during the nine months ended September

We granted 1,670 units to our directors on September 30, 2021 which were vested and issued on September 29, 2022.

were 3,285 and 23,185 restricted stock units granted to the board of directors in the quarters ended March 31, 2022 and June 30,

2022, respectively, for a total value of $ 750,130 which will vest 12 months from the grant dates.

NOTE 9 – 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.

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

7 unchanged sentences

increase as the average stock price increases.

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2022

The following table sets forth the computation

1 unchanged sentence

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Net income (loss)

3 unchanged sentences

Weighted average shares outstanding used in computing net loss per share

Effect of dilutive stock options, warrants, and unvested

restricted stock unit awards

Effect of dilutive stock options, warrants, and unvested restricted

stock unit awards

Net income (loss) per share

No calculation of diluted earnings per share is

included for 2022 or the six months ended June 30, 2021, as the effect of the calculation would be anti-dilutive.

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

JUNE 30, 2022

No calculation of diluted earnings per share

is included for 2022 or the nine months ended September 30, 2021, as the effect of the calculation would be anti-dilutive.

The number of common shares potentially issuable

1 unchanged sentence

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Weighted average number of shares for the periods ended

1 unchanged sentence

NOTE 10 – CONTINGENCIES

The Company is not currently involved in any material

legal proceedings.

The Company is not currently involved in any

material legal proceedings.

NOTE 11 – 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.

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.

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2022

NOTE 12 – SUBSEQUENT EVENTS

In July 2022, we received proceeds of $ 219,630 and issued 68,751 shares

In October 2022, we received proceeds of $ 21,674 and issued 2,084 shares

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

We have purchased 219,877 shares of our common stock for an average

price of $ 22.91 .

Total Number of Shares Purchased (1)

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)

Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)

During the time periods set forth below, we purchased

400,492 shares of our common stock for a weighted average price of $ 14.75 .

Dollar Value)

10/1/22 - 10/31/22

11/1/22 - 11/3/22

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

that occurred subsequent to June 30, 2022 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.

In accordance with ASC 855-10, we have analyzed

events and transactions that occurred subsequent to September 30, 2022 through the date these financial statements were issued and

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

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

What changed 10-Q

Item 1. Financial Statements