What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-08 compared with 2022-08-09 · 209 added, 182 removed, 143 unchanged (73% of the section changed)

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This Quarterly Report on Form 10-Q contains statements

that relate to future events and expectations and, as such, constitute forward-looking statements, within the meaning of the Private Securities

Litigation Reform Act of 1995.

Certain statements, other than purely historical information, including estimates, projections, statements

relating to our strategies, outlook, business and financial prospects, business plans, objectives, and expected operating results, and

the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements

generally are identified by the words “believes,” “project,” “expects,” “anticipates,”

that relate to future events and expectations and, as such, constitute forward-looking statements, within the meaning of the Private

Securities Litigation Reform Act of 1995.

Certain statements, other than purely historical information, including estimates, projections,

statements relating to our strategies, outlook, business and financial prospects, business plans, objectives, and expected operating

results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking

statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,”

“estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,”

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Although OptimizeRx believes that the

expectations reflected in any forward-looking statements are based on reasonable assumptions, these expectations may not be attained and

it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of

risks, uncertainties and changes in circumstances, many of which are beyond OptimizeRx’s control.

Forward-looking statements are subject to risks

and uncertainties.

Actual results could differ materially from those expressed in or implied by such forward-looking statements due to

a variety of factors, including:

disruptions to our business or the business of our customers due to the global pandemic;

the inability

to support our technology and scale our operations successfully, developing and implementing new and updated applications, features and

services for our portals may be more difficult and expensive and take longer than expected;

dependence on a concentrated group of customers;

inability to maintain contracts with electronic prescription platforms, agreements with electronic prescription platforms and electronic

health record systems being subject to audit;

inability to attract and retain customers;

inability to comply with laws and regulations

that affect the healthcare industry;

developments in the healthcare industry;

expectations reflected in any forward-looking statements are based on reasonable assumptions, these expectations may not be attained

and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety

of risks, uncertainties and changes in circumstances, many of which are beyond OptimizeRx’s control.

Forward-looking statements are subject to

risks and uncertainties.

Actual results could differ materially from those expressed in or implied by such forward-looking

statements due to a variety of factors, including:

disruptions to our business or the business of our customers due to the global

the inability to support our technology and scale our operations successfully, developing and implementing new and updated

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

dependence on

a concentrated group of customers;

inability to maintain contracts with electronic prescription platforms, agreements with

electronic prescription platforms and electronic health record systems being subject to audit;

inability to attract and retain

inability to comply with laws and regulations that affect the healthcare industry;

developments in the

healthcare industry;

inability to manage growth;

inability to identify

suitable acquisition candidates, complete acquisitions or integrate acquisitions successfully;

inability to identify suitable acquisition candidates, complete acquisitions or

integrate acquisitions successfully;

inability to attract and retain key employees;

economic, political, regulatory and other risks arising from our international operations;

economic, political, regulatory and other risks

arising from our international operations;

inability to protect our intellectual property;

cybersecurity incidents;

reduction in the performance, reliability and availability of our network infrastructure;

lack of a consistent

active trading market for our common stock;

reduction in the

performance, reliability and availability of our network infrastructure;

lack of a consistent active trading market for our common

increases in costs due to inflation and other adverse economic conditions;

decreases in customer demand due to macroeconomic

and volatility in the market price of our common stock.

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not exhaustive.

Further information concerning our business, including additional factors that could materially affect our financial results,

is included herein and in our other filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2021.

Further information concerning our business, including additional factors that could materially affect our financial

results, is included herein and in our other filings with the SEC, including our Annual Report on Form 10-K for the year ended December

Moreover, we operate in a rapidly changing and competitive environment.

New risk factors emerge from time to time, and it is not possible

for management to predict all such risk factors.

New risk factors emerge from time to time, and it is

not possible for management to predict all such risk factors.

Further, it is not possible to assess the effect

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start and stay on their medications.

The COVID-19 pandemic has continued to create unprecedented challenges

in the healthcare industry which has increased the demand for unique solutions ranging from access to accurate and timely information

to increasing the accessibility of medications and care management.

The COVID-19 pandemic did not have a material net impact on our financial

statements during the first and second quarters of 2022.

We continue to monitor the impact of COVID-19 on our operations and key stakeholders.

The Company cannot reasonably predict the ultimate impact of the COVID-19 pandemic, including the extent of any impact on our business,

results of operations and financial condition, which will depend on, among other things, the duration and spread of the pandemic, the

impact of governmental regulations that have been, and may continue to be, imposed in response to the pandemic, the effectiveness of actions

taken to contain or mitigate the outbreak, the acceptance, safety and efficacy of vaccines, and global economic conditions.

Company Highlights through July 2022

Generated sales of $14.0 million for the quarter ended June 30,

2022, a 2.59% increase over the same period in 2021.

Generated sales of $27.7 million for the six months ended June 30,

2022, a 11.49% increase over the same period in 2021.

Achieved positive cash flow from operations of $4.4 million for the

six months ended June 30, 2022.

Acquired the EvinceMed platform and related assets.

Introduced new key performance indicators to increase transparency

and provide investors additional ways to chart our ability to execute against our “land and expand” strategy.

Published Company’s first Environmental, Social and Governance

(ESG) Report.

The COVID-19 pandemic did not have a material

net impact on our financial statements during the nine months ended September 30, 2022.

However, there still remains uncertainty around

the COVID-19 pandemic.

The Company cannot reasonably predict the ultimate impact of the COVID-19 pandemic, including the extent of any

impact on our business, results of operations and financial condition, which will depend on, among other things, the duration and spread

of the pandemic (including the emergence and spread of new COVID-19 variants and resurgences), actions taken by governmental authorities

and others in response to the pandemic, the acceptance, safety and efficacy of vaccines, and global economic conditions.

In general, the pharmaceutical brand marketing

industry experiences seasonal trends that affect the vast majority of participants in the pharmaceutical digital marketing industry.

Many pharmaceutical companies allocate the largest portion of their brand marketing to the fourth quarter of the calendar year.

result, the first quarter tends to reflect lower activity levels and lower revenue, with gradual increases in the following quarters.

We generally expect these seasonality trends to continue and our ability to effectively manage our resources in anticipation of these

trends may affect our operating results.

Key Performance Indicators

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trends affecting our business and make strategic decisions.

Average revenue per top 20 pharmaceutical manufacturer.

Average revenue per top 20 pharmaceutical manufacturer is calculated

by taking the total revenue the Company recognized through pharmaceutical manufacturers listed in Fierce Pharma’s “The top

20 pharma companies by 2020 revenue” over the last twelve months, divided by the total number of the aforementioned pharmaceutical

manufacturers that our solutions helped support over that time period.

The Company uses this metric to monitor its progress in “landing

and expanding” with key customers within its largest customer vertical and believes it also provides investors with a transparent

way to chart our progress in penetrating this important customer segment.

Twelve Months Ended

Average revenue per top 20 pharmaceutical

manufacturer.

Average revenue per top 20 pharmaceutical manufacturer is calculated by taking the total revenue the Company recognized

through pharmaceutical manufacturers listed in Fierce Pharma’s “The top 20 pharma companies by 2020 revenue” over the

last twelve months, divided by the total number of the aforementioned pharmaceutical manufacturers that our solutions helped support

over that time period.

The Company uses this metric to monitor its progress in “landing and expanding” with key customers

within its largest customer vertical and believes it also provides investors with a transparent way to chart our progress in penetrating

this important customer segment.

During the first nine months of 2022, numerous macroeconomic factors converged that resulted in our

customers slowing their rate of spend, particularly for large and/or new implementations, which we believe temporarily elongated sales

cycles with the top 20 pharmaceutical manufacturers that were existing customers.

Rolling Twelve Months

September 30,

Average revenue per top 20 pharmaceutical manufacturer

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The Company uses this metric to monitor its progress in penetrating key customers within its largest customer

vertical and believes it also provides investors with a transparent way to chart our progress in penetrating this important customer segment.

The increase from twelve months ended June 30, 2021 to the twelve months ended June 30, 2022 reflects continued penetration

into this core customer base and reflects two new top 20 pharma customers in the twelve months ended June 30, 2022.

Twelve Months Ended

vertical and believes it also provides investors with a transparent way to chart our progress in penetrating this important customer

The increase from twelve months ended September 30, 2021 to the twelve months ended September 30, 2022 reflects continued

penetration into this core customer base and reflects one new top 20 pharma customers in the twelve months ended September 30, 2022.

Rolling Twelve Months

September 30,

Percent of top 20 pharmaceutical manufacturers that are customers

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20 pharmaceutical manufacturers.

Percent of total revenue attributable to top 20 pharmaceutical manufacturers

is calculated by taking the total revenue the Company recognized through pharmaceutical manufacturers listed in Fierce Pharma’s

“The top 20 pharma companies by 2020 revenue” over the last twelve months, divided by our consolidated revenue over the same

The Company uses this metric to monitor its progress in “landing and expanding” with key customers within its largest

customer vertical and believes it also provides investors with a transparent way to chart our progress in penetrating this important customer

Twelve Months Ended

Percent of total revenue attributable to top 20 pharmaceutical manufacturers is calculated by taking

the total revenue the Company recognized through pharmaceutical manufacturers listed in Fierce Pharma’s “The top 20 pharma

companies by 2020 revenue” over the last twelve months, divided by our consolidated revenue over the same period.

The Company uses

this metric to monitor its progress in “landing and expanding” with key customers within its largest customer vertical and

believes it also provides investors with a transparent way to chart our progress in penetrating this important customer segment.

the first nine months of 2022, numerous macroeconomic factors converged that resulted in our customers slowing their rate of spend, particularly

for large and/or new implementations, which we believe temporarily elongated sales cycles with the top 20 pharmaceutical manufacturers

that were existing customers.

Rolling Twelve Months

September 30,

Percent of total revenue attributable to top 20 pharmaceutical manufacturers

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Net revenue retention

is a comparison of revenue generated from all customers in the previous twelve-month period to total revenue generated from the same customers

in the following twelve-month period (i.e., excludes new customer relationships for the most recent twelve-month period).

uses this metric to monitor its ability to improve its penetration with existing customers and believes it also provides investors with

a metric to chart our ability to increase our year-over-year penetration and revenue with existing customers.

The retention rate in the

twelve months ended June 30, 2021 was higher as a result of unplanned disruption to the industry caused by the Covid-19 pandemic.

Our customers shifted funds previously designated for in-person events to digital marketing throughout the initial quarters of the pandemic.

By the middle of 2021, while the pandemic continued, there was less disruption and customers shift towards digital solutions became more

Twelve Months Ended

is a comparison of revenue generated from all customers in the previous twelve-month period to total revenue generated from the same

customers in the following twelve-month period (i.e., excludes new customer relationships for the most recent twelve-month period).

Company uses this metric to monitor its ability to improve its penetration with existing customers and believes it also provides investors

with a metric to chart our ability to increase our year-over-year penetration and revenue with existing customers.

The retention rate

in the twelve months ended September 30, 2021 was higher as a result of unplanned disruption to the industry caused by the COVID-19

Our customers shifted funds previously designated for in-person events to digital marketing throughout the initial quarters

of the pandemic.

By the middle of 2021, while the pandemic continued, there was less disruption and customers shift towards digital solutions

became more normalized.

During the first nine months of 2022, however, numerous macroeconomic factors converged that resulted in

our customers slowing their rate of spend, particularly for large and/or new implementations, which we believe temporarily elongated

sales cycles.

Rolling Twelve Months

September 30,

Net revenue retention

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to scale efficiently over time and believes the metric provides investors with a way to chart our productivity and scalability.

rate per employee has remained consistently strong in comparing year over year data.

Twelve Months Ended

rate per employee declined year over year due to slower revenue growth and higher average number of FTEs over last 12 mos period.

Rolling Twelve Months

September 30,

Revenue per average full-time employee

Results of Operations for the Three and Six Months Ended June 30,

Results of Operations for the Three and Nine Months Ended September 30,

2022 and 2021

Our total revenue for the three months

ended June 30, 2022 was approximately $14.0 million, an increase of 2.6% over the approximately $13.6 million from the same period in

Our total revenue for the six months ended June 30, 2022 was approximately $27.7 million, an increase of 11.5% over the approximately

$24.9 million from the same period in 2021.

The increased revenue resulted from increases in sales of our access solutions.

We expect that our revenues will grow for the

balance of 2022 as a result of the new clients we secured in the first half of the year as well as those we expect to pick up for the

remainder of the year.

In addition, we believe that the foundations we laid in the first half of the year, will result in steady growth

for the second half of the year.

Our total revenue for the three months ended

September 30, 2022 was approximately $15.1 million, a decrease of 6.45% over the approximately $16.1 million from the same period in

The decreased revenue during the three months ended September 30, 2022 primarily resulted from the non-renewal of solutions from

one customer brand.

Our total revenue for the nine months ended September 30, 2022 was approximately $42.8 million, an increase of 4.43%

over the approximately $41.0 million from the same period in 2021.

The increased revenue during the nine months ended September 30, 2022

resulted from increases in sales of our access solutions.

We expect that our revenues in the fourth quarter

will exceed the revenues in the third quarter as a result of the new contracts we secured in the first nine months of the year as well

as those we expect to engage in the remainder of the year.

In addition, we generally benefit from increased marketing spend by pharmaceutical

companies in the fourth quarter.

Cost of Revenues

The cost of revenue decreased from $7.0 million

to $5.0 million primarily as a result of the solution and channel mix, in the quarter ended June 30, 2022, as compared to the same

period in 2021.

The cost of revenue for the six month period ended June 30, 2022 decreased from $10.7 million to $10.6 million, as

compared to the same period in 2021.

This improvement was a result of solution mix, both as it relates to solutions and the partners through

which the messages are delivered and increases in the type of services we provide that are not subject to revenue share.

Additional discussion

is included in the gross margin section below.

For the Three Months Ended

For the Six Months Ended

to $5.7 million primarily as a result of the solution and channel mix, in the quarter ended September 30, 2022, as compared to the

same period in 2021.

The cost of revenue for the nine month period ended September 30, 2022 decreased from $17.7 million to $16.3

million, as compared to the same period in 2021.

This improvement was a result of solution mix, both as it relates to solutions and the

partners through which the messages are delivered and increases in the type of services we provide that are not subject to revenue share.

Additional discussion is included in the gross margin section below.

Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of Revenues %

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As reflected in the table above, our gross margin,

which is the difference between our revenues and our cost of revenues, increased for the quarter ended June 30, 2022, compared with

the prior year, as a result of solution mix.

In general, there has been an increase in the percentage of activity flowing through our

lower cost channels compared with a year ago.

which is the difference between our revenues and our cost of revenues, increased for the quarter ended September 30, 2022, compared

with the prior year, as a result of solution mix.

In general, there has been an increase in the percentage of activity flowing through

our lower cost channels compared with a year ago.

Additionally, revenue increases in our access solutions includes a much higher percentage

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Operating Expenses

Operating expenses increased from approximately $7.7 million for the

three months ended June 30, 2021 to approximately $12.9 million for the same period in 2022, an increase of approximately 67%.

expenses increased from approximately $14.5 million for the six months ended June 30, 2021 to approximately $24.8 million for the same

period in 2022, an increase of approximately 71%.

This increase in expense is due to investment in, and expansion of, our workforce to

enable future growth.

Stock based compensation, a noncash expense, had the greatest increase over prior year and is discussed in greater

detail below.

Operating expenses increased from approximately

$9.0 million for the three months ended September 30, 2021 to approximately $13.2 million for the same period in 2022, an increase

of approximately 46%.

Operating expenses increased from approximately $23.5 million for the nine months ended September 30, 2021 to approximately

$37.9 million for the same period in 2022, an increase of approximately 61%.

This increase in expense is due to investment in, and expansion

of, our workforce to enable future growth.

Stock based compensation, a noncash expense, had the greatest increase over prior year and

is discussed in greater detail below.

The detail of expenditures by major category is reflected in the table

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

Salaries, Wages, & Benefits

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Total Operating Expense

The increase in operating expense related to salaries, wages, and benefits

and other human resource related costs is due to the expansion of our team to support additional growth.

We expect our compensation expense

for the remaining two quarters of 2022 to only be marginally higher to the expenses recognized for the period ended June 30, 2022.

Since June 30, 2021, we have added to our staff in several key areas, including product development, sales, and IT, and the addition

of our Chief Financial Officer/Chief Operations Officer.

During the past 12 months we hired 26 net additional employees.

The increase in operating expense related to

salaries, wages, and benefits and other human resource related costs is due to the expansion of our team to support additional growth.

We expect our compensation expense for the remaining quarter of 2022 to only be marginally higher to the expenses recognized for the

quarter ended September 30, 2022.

Since September 30, 2021, we have added to our staff in several key areas, including product

development, sales, and technology, and the addition of our Chief Financial Officer/Chief Operations Officer.

During the past 12 months

we hired 37 net additional employees.

Stock-based compensation increased by $3.3 million

from $0.9 million for the three months ended June 30, 2021 to $4.0 million for the same period in 2022 and by $5.6 million from $1.6 million

for the six months ended June 30, 2021 to $7.2 million for the same period in 2022.

Stock based compensation is awarded to all full-time

employees upon their start date as well as to certain key employees to encourage high performance.

from $1.0 million for the three months ended September 30, 2021 to $4.3 million for the same period in 2022 and by $8.9 million from

$2.6 million for the nine months ended September 30, 2021 to $11.5 million for the same period in 2022.

Stock based compensation is awarded

to all full-time employees upon their start of employment as well as to certain key directors, officers, and employees to provide an

equity-based incentive to maintain and enhance the performance and profitability of the Company.

In the fourth quarter of 2021, we issued

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development work for customers and channels.

Travel expenses increased significantly as a result

of relaxed travel restrictions related to the Covid-19 pandemic.

Professional fees increased 20% for the six month period over prior

year primarily as a result of fees related to management’s assessment of internal controls and external audit fees due to Sarbanes-Oxley.

Previously we were exempt from the Sarbanes-Oxley Act Section 404B requirement.

For the three month period ended June 30, 2022, professional

fees were consistent with the same period in 2021.

Our advertising and promotion increased over the same period prior

year as we continue to invest in growth initiatives.

The increase is also partially attributed to attendance at and sponsorships of in-person

conferences in the first half of 2022 compared to virtual conferences from the first half of 2021 when travel and in-person events were

still restricted.

Our advertising and promotion remained relatively

consistent with prior year, though the timing of the expenses throughout the year has fluctuated.

The most current three month period

reflects a decrease in advertising and promotion.

This spend fluctuates throughout the year based on event sponsorships and campaigns

related to product releases.

Technology infrastructure costs increased due

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to partners for access and/or exclusivity, increased because of new agreements signed in the second half of 2021.

These payments are usually

made in lump sums and expensed over the term of the contracts.

These expenses are an important part of our ability to expand our network.

Data costs decreased from the same period in the prior year as we have

continued to evaluate our data vendors and partner with the most effective and relevant providers.

These payments are

usually made in lump sums and expensed over the term of the contracts.

These expenses are an important part of our ability to expand

Data costs decreased from the same period in

the prior year as we have continued to evaluate our data vendors and partner with the most effective and relevant providers.

All other variances in the table above are the

result of normal fluctuations in activity.

We expect our operating expenses in the second half of 2022 to be marginally

higher than that of the six month period ending June 30, 2022.

Net Income (Loss)

We had a net loss of approximately $3.5 million

for the three months ended June 30, 2022, as compared to net income of approximately $0.4 million during the same period in 2021.

We had a net loss of approximately $7.6 million for the six months ended June 30, 2022, as compared to a net loss of approximately

$0.3 million during the same period in 2021.

The reasons and specific components associated with the change are discussed above.

the net loss resulted from significant investments made in our people and technology infrastructure.

The net loss reflected in the 2022

periods were effected by significant noncash expenses of $4.7 million and $8.3 million for the three and six month periods, respectively.

for the three months ended September 30, 2022, as compared to net income of approximately $0.04 million during the same period in

We had a net loss of approximately $11.1 million for the nine months ended September 30, 2022, as compared to a net loss of

approximately $0.2 million during the same period in 2021.

The reasons and specific components associated with the change are discussed

Overall, the net loss resulted from significant investments made in our people and technology infrastructure.

The net loss reflected

in the 2022 periods were effected by significant noncash expenses of $4.8 million and $13.2 million for the three and nine month periods,

respectively.

Liquidity and Capital Resources

As of June 30, 2022, we had total current

As of September 30, 2022, we had total current

assets of approximately $99.3 million, compared with current liabilities of approximately $6.1 million, resulting in working capital

of approximately $93.2 million and a current ratio of approximately 16.2 to 1.

This represents an increase from our working capital of

approximately $105.7 million and current ratio of 12.3 to 1 at December 31, 2021.

This represents a decrease from our working capital of

approximately $105.7 million and an increase from our current ratio of 12.3 to 1 at December 31, 2021.

Our operating activities provided $7.9 million

during the six months ended June 30, 2022, compared with $1.9 million in the same period in 2021.

We had a net loss of $7.6 million

for the six month period ended June 30, 2022, but non-cash expenses of $8.3 million and working capital generated by the collection

of receivables offset the loss.

The cash provided in the 2021 period was the result of our net loss increased by non-cash expenses, partially

offset by working capital used in the reduction of liabilities.

We had proceeds from financing activities of approximately $0.5 million

during the six months ended June 30, 2022.

We collected $0.8 million related to the exercise of stock options during the period, partially

offset by $0.3 million used to repurchase 12,868 shares of common stock.

For the same period in 2021, we raised $70.7 million in a public

offering of our common stock as well as generated $2.7 million from the issuance of shares related to the exercise of stock options.

proceeds in 2021 were partially offset by the payment of $1.6 million in earnout payments from a previous acquisition.

during the nine months ended September 30, 2022, compared with $2.1 million in the same period in 2021.

We had a net loss of $11.1

million for the nine month period ended September 30, 2022, but non-cash expenses of $13.2 million and working capital generated

by the collection of receivables offset the loss.

The cash provided in the 2021 period was the result of our net loss increased by non-cash

expenses, partially offset by working capital used in the reduction of liabilities.

Cash used in investing activities was $39.7 million

for the nine months ended September 30, 2022.

In addition to the $2.0 million investment in EvinceMed technology, we purchased $37.5 million

in Treasury bills with a maturity date in January 2023.

This allowed the Company to earn a higher rate of interest on excess cash for

Cash used for financing activities was approximately

$11.5 million during the nine months ended September 30, 2022.

We repurchased 706,114 shares of common stock for $12.6 million.

was partially offset by the collection of $1.1 million related to the exercise of stock options during the period.

For the same period

in 2021, we raised $70.7 million in a public offering of our common stock as well as generated $3.8 million from the issuance of shares

related to the exercise of stock options.

These proceeds in 2021 were partially offset by the payment of $1.6 million in earnout payments

from a previous acquisition.

We believe that funds generated from operations,

together with existing cash, will be sufficient to finance our current operations and planned growth for the next twelve (12) months.

In addition, we believe we can generate the cash needed to operate beyond the next 12 months from operations.

However, we may seek additional

debt or equity financing to supplement cash from operations to fund acquisitions or strategic partner relationships, make capital expenditures,

and satisfy working capital needs.

We currently have an effective shelf registration statement, which allows us to issue, in unlimited amounts, securities, including

common stock, preferred stock, debt securities, warrants, and units.

In addition, we believe we can generate the cash needed to operate beyond the next twelve (12) months from operations.

However, we may

seek additional debt or equity financing to supplement cash from operations to fund acquisitions or strategic partner relationships,

make capital expenditures, and satisfy working capital needs.

We currently have an effective shelf registration statement, which allows

us to issue, in unlimited amounts, securities, including common stock, preferred stock, debt securities, warrants, and units.

Critical Accounting Policies

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and assumptions.

Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements in the Annual Report

Our significant accounting policies are described in Note 2 to our Consolidated Financial Statements in the Annual Report

on Form 10-K for the year ended December 31, 2021 (2021 Annual Report on Form 10-K).

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Off Balance Sheet Arrangements

As of June 30, 2022, there were no off-balance sheet arrangements.

The Company has contracts with various electronic health records systems

and ePrescribe platforms, whereby we agree to share a portion of the revenue we generate for eCoupons or banners through their network.

From time to time the Company enters into arrangements with a partner to acquire minimum amounts of messaging capabilities.

As of September 30,

2022, the Company had commitments for future minimum payments of $15.5 million that will be reflected in cost of revenues during the

years 2023 through 2025.

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 2. Management’s Discussion and Analysis