What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-03-10 compared with 2015-09-16 · 929 added, 892 removed, 154 unchanged (92% of the section changed)

Financial Statements and Supplementary Data

Financial Statements and Supplementary

Index to Financial Statements Required by Article

1 unchanged sentence

Audited Financial Statements:

Reports of Independent Registered Public Accounting Firms;

Reports of Independent Registered Public Accounting Firm;

Consolidated Balance Sheets as of December 31, 2021 and 2020;

Consolidated Statements of Operations for the years ended December 31, 2021 and 2020;

Consolidated Statement of Stockholders’

Equity as of December 31, 2014;

Consolidated Statement of Stockholders’ Equity for the year ended December 31, 2021;

Consolidated Statement of Stockholders’ Equity for the year ended December 31, 2020;

Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020;

Consolidated Notes to Financial Statements.

Silberstein Ungar,

PLLC CPAs and Business Advisors

(248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road,

Bingham Farms, MI

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

To the Stockholders

and Board of Directors of

OptimizeRx Corporation

Rochester, Michigan

have audited, before the effects of the adjustments for the correction of the errors described in Note 17, the accompanying consolidated

balance sheet of OptimizeRx Corporation as of December 31, 2013, and the related consolidated statements of operations, stockholders’

equity, and cash flows for the year then ended (the 2013 financial statements before the effects of the adjustments discussed

in Note 17 have been withdrawn and are not presented herein).

The 2013 financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our

audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement.

The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal

control over financial reporting.

Our audit included consideration of internal control over financial reporting as a basis for

designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.

An audit also

includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall

financial statement presentation.

We believe that our audit provides a reasonable basis for our opinion.

In our opinion,

except for the errors described in Note 17, the consolidated financial statements referred to above present fairly, in all material

respects, the financial position of OptimizeRx Corporation as of December 31, 2013, and the results of its operations and cash

flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged

to audit, review, or apply any procedures to the adjustments for the correction of the errors described in Note 17 and, accordingly,

do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly

Those adjustments were audited by KLJ & Associates, LLP.

/s/ Silberstein

Silberstein Ungar,

Bingham Farms,

March 20, 2014

on the Financial Statements

audited the accompanying consolidated balance sheets of OptimizeRx Corporation and Subsidiaries (the “Company”) as of December

31, 2021 and 2020, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then

ended, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial

statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and

2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally

accepted in the United States of America.

also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s

internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February

28, 2022, except for the restatement of the effectiveness of internal control over financial reporting for the material weakness related

to the Company’s inability to obtain evidence about the effectiveness of controls over financial reporting at third-party service

organizations, which is as of March 10, 2023, expressed an adverse opinion on the effectiveness of the Company’s internal control

over financial reporting.

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect

to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

The critical audit matter communicated below is

a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and

(2) involved especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any

way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter

below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they related.

Audit Matter - Revenue Recognition

in Note 2 to the consolidated financial statements, the Company recognizes revenue upon transfer of control of promised products

or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or

To the Stockholders

and Board of Directors of

OptimizeRx Corporation

Significant judgment is exercised by the Company in

determining revenue recognition for these customer agreements and includes the following:

(1) determining whether services are considered

distinct performance obligations that should be accounted for separately versus together (2) the pattern and timing of delivery for each

distinct performance obligation, and (3) identification and treatment of contract terms that may impact the timing and amount of revenue

the Critical Audit Matter Was Addressed in the Audit

procedures we performed to address this critical audit matter included the following:

(1) obtaining an understanding of the design and

operating effectiveness of controls related to identifying distinct performance obligations, determining the timing of revenue recognition

and any estimation of variable consideration, (2) selection of a sample of customer agreements and testing management’s identification

and treatment of contract terms, and testing the mathematical accuracy of management’s calculations of revenue and the associated

timing of revenue recognized in the consolidated financial statements.

We have served as the Company’s auditor since 2020.

Sterling Heights, Michigan

February 28, 2022, except as to the restatement of the effectiveness

of internal control over financial reporting for the material weakness, which is as of March 10, 2023

of Independent Registered Public Accounting Firm

the Board of Directors and

of OptimizeRx Corporation

have audited the accompanying consolidated balance sheet of OptimizeRx Corporation

as of December 31, 2014 and the related consolidated statements of operations, stockholders’

equity, and cash flows for

the year then ended.

OptimizeRx Corporation’s management is responsible for these consolidated financial statements.

responsibility is to express an opinion on these financial statements based on our audit.

conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Those standards

require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement.

The company is not required to have, nor were we engaged to perform, an audit of its internal

control over financial reporting.

Our audit included consideration of internal control over financial reporting as a basis for

designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the company’s internal control over financial reporting.

Accordingly, we express no such opinion.

also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated statements, assessing

the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement

presentation.

We believe that our audits provide a reasonable basis for our opinion.

our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position

of OptimizeRx Corporation as of December 31, 2014, the results of their operations, and their cash flows, for the year ended December

31, 2014, in conformity with accounting principles generally accepted in the United States of America.

We also audited the

adjustments described in Note 17 that were applied to restate the 2013 financial statements to correct an error.

In our opinion,

such adjustments are appropriate and have been properly applied.

We were not engage to audit, review or apply any procedures to

the 2013 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an

opinion or any other form of assurance on the 2013 financial statements taken as a whole.

/s/ KLJ & Associates,

KLJ & Associates, LLP

Louis Park, MN

To the Stockholders

and Board of Directors of

OptimizeRx Corporation

Consolidated Balance Sheet as of

December 31, 2014 and 2013

Adverse Opinion on Internal Control over Financial

We have audited OptimizeRx

Corporation and Subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2021,

based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weakness described in the following paragraph

on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial

reporting as of December 31, 2021, based on the criteria established in Internal Control---Integrated Framework (2013) issued by COSO.

A material weakness is a control deficiency, or

a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following

material weaknesses has been identified and included in management’s assessment:

The Company did not maintain effective control

over and was unable to assess the effectiveness of controls at third-party service organizations.

The Company utilizes data received from

these service organizations in recording amounts pertaining to revenue, accounts receivable, revenue share expense and revenue share payable.

Management’s inability to obtain evidence about the effectiveness of controls over financial reporting at these service organizations

represents a material weakness.

We also have audited, in accordance with the standards

of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets and the related statements

of operations, stockholders’ equity, and cash flows of the Company, and our report dated February 28, 2022, expressed an

unqualified opinion.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our

audit of the 2021 consolidated financial statements, and this report does not affect our report dated February 28, 2022, on those consolidated

financial statements.

Basis for Opinion

The Company’s management is responsible

for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over

financial reporting, included in the accompanying Item 9A, Management’s Assessment of Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective

internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting

included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,

and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included

performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis

for our opinion.

To the Stockholders

and Board of Directors of

OptimizeRx Corporation

Definition and Limitations of Internal Control

over Financial Reporting

A company’s internal control over financial

reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control

over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition

of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Sterling Heights, Michigan

February 28, 2022, except as to the restatement of the effectiveness

of internal control over financial reporting for the material weakness, which is as of March 10, 2023

OPTIMIZERx CORPORATION

Consolidated Balance Sheets

Current Assets

Cash and cash equivalents

Accounts receivable

Accounts receivable, net

Prepaid expenses

1 unchanged sentence

Property and equipment, net

Technology assets, net

Patent rights, net

Web development costs, net

Security deposit

Right of use assets, net

Other intangible assets, net

Security deposits and other assets

Total Other Assets

$ 140,985,192

LIABILITIES AND STOCKHOLDERS’ EQUITY

1 unchanged sentence

Accounts payable – trade

Accounts payable - related party

Accrued expenses

Revenue share payable

Current portion of lease liabilities

Contingent purchase price payable

Deferred revenue

Total Current Liabilities

Non-current Liabilities

Lease liabilities, net of current portion

Total Liabilities

Commitments and contingencies (See Note 14)

Stockholders’ Equity

Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 and 65 shares issued and outstanding at December 31, 2014 and 2013, respectively

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at December 31, 2021 and 2020,

Common stock, $ 0.001 par value, 166,666,667 shares authorized, 17,860,975 and 15,223,340 shares issued and outstanding at December 31, 2021 and 2020, respectively

Stock warrants

Additional paid-in-capital

Stock Payable

Deferred stock compensation

Accumulated deficit

3 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part

of these financial statements.

$ 140,985,192

The accompanying notes are an integral part of

these financial statements.

OPTIMIZERx CORPORATION

Consolidated Statements of Operations for

Ended December 31, 2014 and 2013

REVENUE SHARE EXPENSE

Consolidated Statements of Operations

Cost of revenues

Operating Expenses

Stock-based compensation

Depreciation and amortization

Lawsuit settlement

Other operating expenses

Depreciation, amortization, and noncash lease expense

Other general and administrative expenses

Total operating expenses

LOSS FROM OPERATIONS

Income (loss) from operations

( 2,135,319 )

Other income (expense)

Interest income

Interest expense

TOTAL OTHER INCOME

LOSS BEFORE PROVISION FOR INCOME TAXES

PROVISION FOR INCOME TAXES

Change in fair value of contingent consideration

Total other income (expense)

Income (loss) before provision for income taxes

( 2,207,127 )

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:

FULLY DILUTED

NET LOSS PER SHARE:

BASIC AND DILUTED (no separate per share amount shown because loss is antidilutive)

The accompanying notes are an integral part

of these financial statements.

Income tax benefit

Net income (loss)

$ ( 2,207,127 )

Weighted average number of shares outstanding – basic

Weighted average number of shares outstanding – diluted

Income (loss) per share – basic

Income (loss) per share – diluted

The accompanying notes are an integral part of

these financial statements.

OPTIMIZERx CORPORATION

Consolidated Statement of Stockholders’

Equity for the Year

Ended December 31, 2013 (restated)

Stockholders’

Ended December 31, 2021

Stockholders’

Balance, January 1, 2021

$ ( 35,631,737 )

Issuance of stock options:

Stock-based compensation expense

Restricted Stock

Issuance of common stock:

correction of prior issue

Reclassification for expired

Expense consulting services

loss for the year

For board compensation

For stock options exercised

Public offering of common shares, net of offering costs

Net income for the year

Balance, December 31, 2021

2013 (restated)

$ 166,615,514

The accompanying notes

are an integral part of these financial statements.

$ ( 35,253,658 )

$ 131,379,717

The accompanying notes are an integral part of

these financial statements.

OPTIMIZERx CORPORATION

Consolidated Statement of Stockholders’

Equity for the Year

Ended December 31, 2020

Stockholders’

Balance, December 31, 2013 (restated)

Stockholders’

Balance, January 1, 2020

$ ( 33,424,610 )

Issuance of stock options:

Stock-based compensation expense

Restricted Stock

Issuance of common stock:

for warrant exercise

Issue warrants for equity

Issue stock rights to

Reclassify expired and

redeemed warrants

For board compensation

For stock options exercised

For contingent purchase price and escrow hold back

Net loss for the year

( 2,207,127 )

Expense consulting services

Redeem shares for cash

loss for the year

( 2,207,127 )

Balance, December 31, 2020

$ ( 35,631,737 )

The accompanying notes

are an integral part of these financial statements.

The accompanying notes are an integral part of

these financial statements.

OPTIMIZERx CORPORATION

Consolidated Statements of Cash Flows for

Ended December 31, 2014 and 2013

Consolidated Statements of Cash Flows

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss for the period

Net income (loss)

$ ( 2,207,127 )

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

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

Depreciation and amortization

Loss on disposal of assets

Stock options issued for services

Noncash lease expense

Increase in bad debt reserve

Stock-based compensation

Change in fair value of contingent consideration

Accounts receivable

Prepaid expenses

( 6,994,880 )

( 10,667,680 )

Prepaid expenses and other assets

( 1,174,044 )

( 3,517,700 )

Accounts payable

Revenue share payable

Accrued expenses

Accrued expenses and other

Change in operating lease liabilities

Deferred revenue

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

( 6,310,386 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

Patent rights

Web development costs

Acquisition of intangible assets, including intellectual property rights

Capitalized software development costs

NET CASH USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock

Redemption of common and preferred stock

NET CASH PROVIDED BY FINANCING ACTIVITIES

Proceeds from issuance of common stock, net of offering costs

Proceeds from exercise of stock options

Payment of contingent consideration

( 1,610,813 )

( 4,389,187 )

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

( 1,900,793 )

NET INCREASE (DECREASE IN) CASH AND CASH EQUIVALENTS

( 8,335,904 )

CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD

3 unchanged sentences

Cash paid for income taxes

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Common stock issued for future services

The accompanying notes

are an integral part of these financial statements.

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Acquisition liabilities paid in stock

The accompanying notes are an integral part of

these financial statements.

OPTIMIZERx CORPORATION

1 unchanged sentence

DECEMBER 31, 2021

NOTE 1 –

NATURE OF BUSINESS

OptimizeRx Corporation, is a technology solutions

company targeting the health care industry.

Our objective is to bring better access to better care through connecting patients,

physicians and pharmaceutical manufacturers through technology.

Originally defined as a marketing and advertising company through

our consumer website, we have matured into a technology solutions provider as we launched our direct to physician solution, SampleMD.

SampleMD allows physicians to search, print and send available sample trial vouchers and/or co-pay coupons on behalf of their patients.

The SampleMD solution is integrated into the physician’s ePrescribing or Electronic Medical Records applications, but could

also be a stand-alone desktop application.

OptimizeRx solutions provide pharmaceutical manufacturers a direct to physician channel

for communicating and promoting their products.

It provides health care providers a means to provide sampling and coupons without

having to physically store samples on site, and it provides better access and affordability to patients.

The company was originally formed as Optimizer

Systems, LLC in the State of Michigan on January 31, 2006.

It incorporated in the State of Michigan on October 22, 2007 and changed

its name to OptimizeRx Corporation.

On April 14, 2008, RFID, Ltd., a Colorado corporation, consummated a reverse merger by entering

into a share exchange agreement with the stockholders of OptimizeRx Corporation, pursuant to which the stockholders of OptimizeRx

Corporation exchanged all of the issued and outstanding capital stock of OptimizeRx Corporation for 1,256,958 shares of common

stock of RFID, Ltd., representing 100% of the outstanding capital stock of RFID, Ltd.

As of April 30, 2008, RFID’s

officers and directors resigned their positions and RFID changed its business to OptimizeRx’s business.

2008, RFID, Ltd.’s corporate name was changed to OptimizeRx Corporation.

On September 4, 2008, a migratory merger was

completed, thereby changing the state of incorporation from Colorado to Nevada, resulting in the current corporate structure,

in which OptimizeRx Corporation, a Nevada corporation, is the parent corporation, and OptimizeRx Corporation, a Michigan corporation,

which is a wholly-owned subsidiary (together, "OptimizeRx"

and "the Company").

NOTE 2 –

SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

OptimizeRx is a digital health technology company

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

the patient care journey.

Connecting over 60 % of U.S.

healthcare providers and millions of their patients through an intelligent technology

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The financial statements of the Company have

been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in

Accounting Basis

The Company uses the accrual basis of accounting

and accounting principles generally accepted in the United States of America (“GAAP”

The Company has adopted

a December 31 fiscal year end.

of Consolidation

The financial

statements reflect the consolidated results of OptimizeRx Corporation (a Nevada corporation) and its wholly owned subsidiary OptimizeRx

Corporation (a Michigan corporation).

All material inter-company transactions have been eliminated in the consolidation.

and Cash Equivalents

of the accompanying financial statements, the Company considers all highly liquid instruments with an initial maturity of three

months or less to be cash equivalents.

The financial statements of the Company have been

prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Use of Estimates

The preparation of financial statements in conformity

with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting

Estimates and assumptions have been made in determining the carrying value of assets, depreciable and amortizable lives of tangible

and intangible assets, the carrying value of liabilities, the valuation allowance for the deferred tax asset, the timing of revenue recognition

and related revenue share expenses, and inputs used in the calculation of stock based compensation.

Actual results could differ from these

Principles of Consolidation

The financial statements reflect the consolidated

results of OptimizeRx Corporation, a Nevada corporation, and its wholly owned subsidiaries:

OptimizeRx Corporation, a Michigan corporation,

RMDY Health, Inc., a Delaware corporation, CareSpeak Communications, Inc., a New Jersey corporation, Cyberdiet, a controlled foreign corporation

incorporated in Israel, and CareSpeak Communications D.O.O., a Controlled Foreign Corporation incorporated in Croatia.

Together, these

companies are referred to as “OptimizeRx” and “the Company.” All material intercompany transactions have been

Reclassifications

Certain items in the previous year financial statements

have been reclassified to match the current year presentation.

Foreign Currency

The Company’s functional currency is the

dollar, however it pays certain expenses related to its two foreign subsidiaries in the local currency, which is the sheckel for

its subsidiary in Israel and the kuna for its Croatian subsidiary.

All transactions are recorded at the exchange rate at the time of payment.

If there is a time lag between the time of recording the liability and the time of payment, a gain or loss is recorded in the Consolidated

Statement of Operations due to any fluctuations in the exchange rate.

Cash and Cash Equivalents

For purposes of the accompanying financial statements,

the Company considers all highly liquid instruments, consisting of money market accounts, with an initial maturity of three months or

less to be cash equivalents.

OPTIMIZERx CORPORATION

1 unchanged sentence

DECEMBER 31, 2021

NOTE 2 –

SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (CONTINUED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

value of cash, accounts receivable, prepaid expenses, accounts payable, accounts payable –

related party, accrued expenses

and deferred revenue approximates the carrying amount of these financial instruments due to their short-term nature.

Fair value is defined as the price that would

be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at

the measurement date and in the principal or most advantageous market for that asset or liability.

The fair value should be calculated

based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.

be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement

date and in the principal or most advantageous market for that asset or liability.

The fair value should be calculated based on assumptions

that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

In addition, the fair

value of liabilities should include consideration of non-performance risk including our own credit risk.

In addition to defining fair value, the disclosure

requirements around fair value establish a fair value hierarchy for valuation inputs, which is expanded.

The hierarchy prioritizes

the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant

to the fair value measurement in its entirety.

The hierarchy prioritizes the

inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

Each fair value

measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value

measurement in its entirety.

These levels are:

Level 1 –

inputs are based upon unadjusted

Level 1 – Inputs are based upon unadjusted

quoted prices for identical instruments traded in active markets.

Level 2 –

inputs are based upon significant

Level 2 – Inputs are based upon significant

observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets

that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or

can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 –

inputs are generally unobservable

and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow

models, and similar techniques.

The Company’s stock options and warrants are valued using level 3 inputs.

The carrying value of the Company’s financial

assets and liabilities which consist of cash, accounts receivable, prepaid expenses, patent rights, web development costs, accounts

payable, accounts payable –

related party, accrued expenses and deferred revenue are valued using level 1 inputs.

believes that the recorded values approximate their fair value due to the short maturity of such instruments.

Unless otherwise

noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising

from these financial instruments.

that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be

corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs are generally unobservable

and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models,

and similar techniques.

The Company’s stock options and warrants are valued using level 3 inputs.

The following tables present the fair values and

carrying values of the Company’s financial assets and liabilities measured on a recurring basis as of December 31, 2021 and

2020 and the valuation techniques used by the Company to determine those fair values.

Contingent Purchase Price Payable

Carrying Value

Contingent Purchase Price Payable (1)

(1) The contingent consideration is based off achieving certain revenue milestones in each of the next two

The Geometric-Brownian motion analysis was used to generate spot prices for use in an option pricing model.

For 2020, the final

payout had been determined and was paid in 2021.

OPTIMIZERx CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The following table provides a summary of changes

in fair value of the Company’s Level 3 financial instruments for the years ended December 31, 2021 and 2020.

Balance December 31, 2019

Payment of CareSpeak Communication contingent consideration

( 1,389,187 )

Payment of RMDY Health, Inc.

contingent consideration

( 3,860,390 )

Increase in the value of the RMDY Health, Inc.

contingent consideration

Balance December 31, 2020

Payment of CareSpeak Communication contingent consideration

( 1,610,813 )

Balance December 31, 2021

Accounts Receivable and Allowance for Doubtful

1 unchanged sentence

value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded.

The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors,

including the period they have been outstanding.

Historical collection and payer reimbursement experience is an integral part of

the estimation process related to allowances for doubtful accounts.

In addition, the Company regularly assesses the state of its

billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates.

Because the Company’s customers are primarily large well capitalized companies, historically there has been very little bad

debt expense.

Bad debt expense was $0 for each of the years ended December 31, 2014 and 2013.

The allowance for doubtful accounts

was $0 as of both December 31, 2014 and 2013.

has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period

they have been outstanding.

Historical collection and payer reimbursement experience is an integral part of the estimation process related

to allowances for doubtful accounts.

In addition, the Company regularly assesses the state of its billing operations in order to identify

issues, which may impact the collectability of these receivables or reserve estimates.

Because the Company’s customers are primarily

large well-capitalized companies, historically there has been very little bad debt expense.

Bad debt expense was $ 80,000 for the year

ended December 31, 2021 and $ 200,000 for the year ended December 31, 2020.

The allowance for doubtful accounts was $ 241,219

and $ 158,163 as of December 31, 2021 and 2020, respectively.

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

policies described below in advance of being able to invoice the customer.

Included in accounts receivable are unbilled amounts of $ 2,110,865

and $ 757,218 at December 31, 2021, and December 31, 2020, respectively.

Property and Equipment

Property and equipment are stated at cost and

are being depreciated over their estimated useful lives of three to five years for office equipment and three years for computer equipment

using the straight-line method of depreciation for book purposes.

Maintenance and repair charges are expensed as incurred.

Intangible Assets

Intangible assets are stated at cost.

assets are being amortized over their estimated useful lives of fifteen to seventeen years for patents, eight years for customer relationships,

fifteen years for tradenames, four years for covenants not to compete, and three to four years for software and websites, all using the

straight-line method.

These assets are evaluated when there is a triggering event.

There was no impairment of our intangible assets in

either year presented.

We evaluate goodwill for impairment during our

fiscal fourth quarter, or more frequently if an event occurs or circumstances change.

Our analysis determined that there was no impairment

of our goodwill.

Revenue Recognition

Recognition of revenue requires evidence of a

contract, probable collection of proceeds, and completion of substantially all performance obligations.

We use a 5-step model to recognize

These steps are:

identify the contract with a customer, identify the performance obligations in the contract, determine the transaction

price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when or as the performance

obligations are satisfied.

OPTIMIZERx CORPORATION

1 unchanged sentence

DECEMBER 31, 2021

NOTE 2 –

SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (CONTINUED)

Property and Equipment

assets are being depreciated over their estimated useful lives of three to seven years using the straight-line method of depreciation

for book purposes.

Revenue Recognition and Revenue Share Expense

Revenue is recognized when it is earned.

Revenues are generated

from our SampleMD activities in which we deliver eCoupons and eVouchers through a distribution network of ePrescribers and Electronic

Health Record technology providers (channel partners), or from reselling services that complement our business for other of our

We recognize setup fees that are required for

integrating client offerings and campaigns into the SampleMD content delivery system and network upon completion of the setup and

launch of the client’s campaign within the SampleMD system.

As the eCoupons and or eVouchers are distributed through the

SampleMD platform and network of channel partners (a transaction), these transactions are recorded and revenue is recognized at

the time of distribution.

Revenue for transactions can be realized based on a price per distribution or a price per redemption

depending on the client contract.

Additionally, the company also recognizes revenue for providing program performance reporting

and maintenance, either by the company directly delivering reports or by providing access to its online reporting portal that the

client can utilize.

These fees are charged monthly and recognized as recurring monthly revenue.

The company on occasion has also resold products

and or services that are available through our channel partners, and that is complementary to our core businesses and client base.

In these instances net revenue is recognized based on the commission based revenue split that the company receives.

Based on the volume of transactions that are

delivered through our channel partner network, we provide a revenue share to compensate the partner for their promotion of the

Revenue shares are a negotiated percentage of the transaction fees and can also be specific to special considerations

and campaigns.

In addition, we pay revenue share to PDR/LDM as a result of a 2014 legal settlement in an amount equal to the greater

of 10% of eCoupon revenues generated or $0.37 per eCoupon distributed.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenues are primarily generated from content

delivery activities in which the Company delivers financial, clinical, or brand messaging through a distribution network of eprescribers

and electronic health record technology providers (channel partners), directly to consumers, or from reselling services that complement

the business.

This content delivery for a customer is referred to as a program.

Unless otherwise specified, revenue is recognized based

on the selling price to customers.

The Company’s contracts are generally all

less than one year and the primary performance obligation is delivery of messages, or content, but the contract may contain additional

Additional services may include program design, which is the design of the content delivery program, set up, and reporting.

We consider set up and reporting services to be complimentary to the primary performance obligation and recognized through performance

of the delivery of content.

We consider program design and related consulting services to be performance obligations separate from the

delivery of messages.

As the content is distributed through the platform

and network of channel partners (a transaction), these transactions are recorded, and revenue is recognized, over time as the distributions

Revenue for transactions can be realized based on a price per message, a price per redemption, as a flat fee occurring over a period

of time, or upon completion of the program, depending on the client contract.

The Company recognizes setup fees that are required for

integrating client offerings and campaigns into the rule-based content delivery system and network over the life of the initial program,

based either on time, or units delivered, depending upon which is most appropriate in the specific situation.

Should a program be cancelled

before completion, the balance of set up revenue is recognized at the time of cancellation, as set up fees are nonrefundable.

Additionally,

the Company also recognizes revenue for providing program performance reporting and maintenance, either by the Company directly delivering

reports or by providing access to its online reporting portal that the client can utilize.

This reporting revenue is recognized over time

as the messages are delivered.

Program design, which is the design of the content delivery program, and related consulting services are

recognized as services are performed.

The majority of our revenue is earned from life

sciences companies, such as pharmaceutical and biotech companies, or medical device makers.

A small portion of our revenue is earned from

other sources, such as associations and technology companies.

A break down is set forth in the table below.

Life Science Companies

Total Revenue

Revenues (cont.)

In some instances, we license certain of our software

applications in arrangements that do not include other performance obligations.

In those instances, we record license revenue when the

software is delivered for use to the license.

In instances where our contracts included Software as a service, the revenue is recognized

over the subscription period as services are delivered to the customer.

OPTIMIZERx CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In some instances, the Company also resells messaging

solutions that are available through channel partners that are complementary to the core business and client base.

These partner specific

solutions are frequently similar to our own solutions and revenue recognition for these programs is the same as described above.

where the Company sells solutions on a commission basis, net revenue is recognized based on the commission-based revenue split that the

Company receives.

There were no programs recorded on a net basis in the years presented.

In instances where the Company resells these

messaging solutions and has all financial risk and significant operation input and risk, the Company records the revenue based on the

gross amount sold and the amount paid to the channel partner as a cost of sales.

Cost of Revenues

The primary cost of revenue is revenue share expense.

Based on the volume of transactions that are delivered through the channel partner network, the Company provides a revenue share to compensate

the partner, or others, for their promotion of the campaign.

Revenue shares are a negotiated percentage of the transaction fees and can

also be specific to special considerations and campaigns.

Income taxes are computed using the asset and

liability method.

Under the asset and liability method, deferred income tax assets and liabilities are determined based on the

differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted

tax rates and laws.

A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence,

are not expected to be realized.

Use of Estimates

The preparation

of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of

revenues and expenses during the reporting period.

Estimates and assumptions have been made in determining the depreciable lives

of such assets and the allowance for doubtful accounts receivable.

Actual results could differ from these estimates.

Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences

between the financial reporting and tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws.

A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

The Company recognizes the tax benefit from uncertain

tax positions if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the

technical merits of the position.

The tax benefit is measured based on the largest benefit that has a greater than 50 % likelihood of being

realized upon ultimate settlement.

It is the Company’s policy to include interest and penalties related to tax positions as a component

of income tax expense.

Concentration of Credit Risks

maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits.

has not experienced any losses in such accounts;

however, amounts in excess of the federally insured limit may be at risk if the

bank experiences financial difficulties.

The Company maintains its cash and cash equivalents

in bank deposit accounts, which, at times, may exceed federally insured limits.

The Company has not experienced any losses in such accounts;

however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties.

As of December 31,

2021 and 2020 the Company had $ 83,312,524 and $ 9,936,806 , respectively, in cash balances in excess of federally insured limits, primarily

at Bank of America/Merrill Lynch.

Research and Development

The Company expenses research and development

expenses as incurred.

There was no research and development expense for the years ended December 31, 2021 and 2020.

Stock-based Compensation

The Company uses the fair value method to account

for stock-based compensation.

The fair value of the equity instrument is charged directly to compensation expense and additional paid-in

capital over the period during which services are rendered.

The fair value of each award is estimated on the date of each grant.

For restricted stock awards, the fair value is

based on the market value of the Company’s common stock on the date of grant.

For market based restricted stock units, the fair

value is estimated using a Monte Carlo simulation model.

This valuation technique includes estimating the movement of stock prices and

the effects of volatility, interest rates and dividends.

OPTIMIZERx CORPORATION

1 unchanged sentence

DECEMBER 31, 2021

NOTE 2 –

SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (CONTINUED)

Research and Development

expenses research and development expenses as incurred.

Our research efforts are focused on understanding the market dynamics that

have the potential to affect the business in both the short and long term.

Our primary goal is to help patients better afford and

access the medicines their doctor prescribes, as well as other healthcare products and services they need.

Based on this, the Company

continually seeks better ways to meet this mission through improved technology, better user experiences and new ways to engage

industries to provide new support for patients needing their products, as well seeking new services and solutions to offer.

The Company uses the fair value method to

account for stock-based compensation.

The fair value of the equity instrument is charged directly to compensation expense and

additional paid-in capital over the period during which services are rendered.

The fair value of each award is estimated on the

date of each grant.

For restricted stock the fair market value is based on the market value of the stock granted on the date of

For options, it is estimated using the Black Scholes option pricing model that uses the assumptions noted in the following

Estimated volatilities are based on the historical volatility of the Company’s stock over the same period as the

expected term of the options.

The expected term of options granted represents the period of time that options granted are expected

to be outstanding.

The Company uses historical data to estimate option exercise behavior and to determine this term.

free rate used is based on the U.S.

Treasury yield curve in effect at the time of the grant using a time period equal to the expected

The Company has never paid dividends and does not expect to pay any dividends in the future.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

For options, fair value is estimated using the

Black-Scholes option pricing model that uses the following assumptions.

Estimated volatilities are based on the historical volatility

of the Company’s common stock over the same period as the expected term of the options.

The expected term of options granted represents

the period of time that options granted are expected to be outstanding.

The Company uses historical data to estimate option exercise behavior

and to determine this term.

The risk-free rate used is based on the U.S.

Treasury yield curve in effect at the time of the grant using

a time period equal to the expected option term.

The Company has never paid dividends and do not expect to pay any dividends in the future.

Expected dividend yield

3 unchanged sentences

Expected volatility

The Black-Scholes option

valuation model and other existing models were developed for use in estimating the fair value of traded options that have

no vesting restrictions and are fully transferable.

These option valuation models require the input of, and are highly sensitive

to, subjective assumptions including the expected stock price volatility.

OptimizerRx’s stock options have characteristics

significantly different from those of traded options, and changes in the subjective input assumptions could materially affect

the fair value estimate.

Per Common and Common Equivalent Share

computation of basic earnings per common share is computed using the weighted average number of common shares outstanding during

The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during

the year plus common stock equivalents which would arise from the exercise of warrants outstanding using the treasury stock method

and the average market price per share during the year.

Options, warrants and convertible preferred stock have not been included

in the diluted earnings per share calculation for either year since their effect is anti-dilutive.

Weighted average grant date fair value

The Black-Scholes option valuation model and other

existing models were developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully

transferable.

These option valuation models require the input of, and are highly sensitive to, subjective assumptions including the expected

stock price volatility.

The Company’s stock options have characteristics significantly different from those of traded options, and

changes in the subjective input assumptions could materially affect the fair value estimate.

Loss Per Common and Common Equivalent Share

The computation of basic (loss) earnings per common

share is computed using the weighted average number of common shares outstanding during the year.

The computation of diluted (loss) earnings

per common share is based on the basic weighted average number of shares outstanding during the year plus common stock equivalents, which

would arise from the exercise of options and warrants outstanding using the treasury stock method and the average market price per share

during the year.

The number of common shares potentially issuable upon the exercise of certain options that were excluded from the diluted

loss per common share calculation in 2020 was 820,059 related to options, and 91,667 related to restricted stock units, for a total of

911,726 because they are anti-dilutive, as a result of a net loss for the year ended December 31, 2020.

The computation of weighted average shares outstanding

and the basic and diluted earnings per common share for the years ended December 31, 2021 and 2020 consisted of the following:

Year ended December 31, 2021

Year ended December 31, 2020

$ ( 2,207,127 )

OPTIMIZERx CORPORATION

1 unchanged sentence

DECEMBER 31, 2021

NOTE 2 –

SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (CONTINUED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of Long-Lived Assets

continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable.

When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining

whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.

If the total of the

future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess

of the carrying amount over the fair value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount

or the fair value less costs to sell.

The Company continually monitors events and changes

in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable.

When such events or changes in circumstances

are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will

be recovered through undiscounted expected future cash flows.

If the total of the future cash flows is less than the carrying amount of

those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Segment reporting

We operate in one reportable segment.

our business involves connecting life science companies to patients and providers.

We have a common customer base for all of our solutions,

which are primarily all communications with healthcare providers or patients on behalf of life science customers.

Our customers are geographically

located in the U.S although we have two technology centers located internationally.

We do not prepare separate internal income statements

by solutions as our focus is on selling enterprise arrangements covering multiple solutions that span the entire patient journey with

a specific brand.

Recently Issued Accounting Guidance

does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results

of operations, financial position or cash flow.

PREPAID EXPENSES

expenses consisted of the following as of December 31, 2014 and 2013:

In December, 2019, the FASB issued ASU No.

Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes.

ASU 2019-12 is intended to improve consistent application and simplify

the accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends

existing guidance.

ASU 2019-12 was effective for us as of January 1, 2021 The adoption of this standard did not have a material effect

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

Not Yet Adopted

ASU Topic 2021-08 Business Combinations (Topic

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

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

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

The standard is effective for the Company’s fiscal

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

The Company is currently evaluating the effect of this pronouncement on

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

NOTE 3 – PREPAID EXPENSES

Prepaid expenses consisted of the following as

of December 31, 2021 and 2020:

Prepaid revenue share and exclusivity payments

EHR access fees

Total prepaid expenses

NOTE 4 –

PROPERTY AND EQUIPMENT

OPTIMIZERx CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 4 – PROPERTY AND EQUIPMENT

The Company owned equipment recorded at cost,

2 unchanged sentences

Furniture and fixtures

Accumulated depreciation

Less accumulated depreciation

Property and equipment, net

1 unchanged sentence

for the years ended December 31, 2021 and 2020, respectively.

NOTE 5 – INTANBIGLE ASSETS

Our goodwill is related to the acquisitions of

RMDY Health, Inc.

in 2019 and CareSpeak Communications in 2018.

Goodwill is generally not amortizable for tax purposes and is not amortizable

for financial statement purposes.

Intangible Assets

Intangible assets included on the consolidated

balance sheets consist of the following:

December 31, 2021

Patent rights

Technology Assets

Other intangible assets

Non-compete agreements

Customer relationships

Total Intangibles

OPTIMIZERx CORPORATION

1 unchanged sentence

DECEMBER 31, 2021

NOTE 5 –

WEB-BASED TECHNOLOGY

The Company has capitalized costs in developing

their web-based technology, which consisted of the following as of December 31, 2014 and 2013:

OptimizeRx web-based technology

SampleMD web-based technology

SampleMD 2.0 web-based technology

Subtotal, web-based technology

Accumulated amortization

Web-based technology, net

Amortization is recorded using the straight-line

method over a period of up to five years.

During 2014, the Company launched its SampleMD 2.0 web-based technology.

The OptimizeRx

web-based technology was fully impaired in 2010 and has no remaining carrying value.

Amortization expense for the web-based technology

costs was $192,760 and $130,289 for the years ended December 31, 2014 and 2013, respectively.

NOTE 6 –

PATENT AND TRADEMARKS

On April 26, 2010, the Company acquired

the technical contributions and assignment of all exclusive rights to and for the SampleMD patent from an officer and shareholder

in exchange for 300,000 shares of common stock to be granted at the discretion of the seller in addition to 200,000 stock options,

which expire in April 2015, that were valued at $360,000.

The shares were valued on the grant date at $570,000 and have been recorded

as a payable to the related party.

The Company has capitalized costs in purchasing

and defending the SampleMD patent, which consisted of the following as of December 31, 2014 and 2013:

Patent rights and intangible assets

Patent defense costs

New patents and trademarks

Accumulated amortization

Patent rights and intangible assets, net

The Company began amortizing the patent, using

the straight-line method over the estimated useful life of 17 years, once it was put into service in July 2010.

In 2013, the Company

began incurring costs related to defense of the patent.

These costs have been capitalized and will be amortized using the straight-line

method over the remaining useful life of the original patent.

Amortization expense was $65,647 and $57,874 for the years ended

December 31, 2014 and 2013, respectively.

NOTE 5 – INTANBIGLE ASSETS (CONTINUED)

December 31, 2020

Patent rights

Technology Assets

Other intangible assets

Non-compete agreements

Customer relationships

Total Intangibles

Intangibles are being amortized on a straight-line

basis over the following estimated useful lives.

15 – 17 years

Non-compete agreements

Customer relationships

Technology assets

The Company recorded amortization expense of $ 1,859,965

and $ 1,875,882 in the years ended December 31, 2021 and 2020, respectively.

Expected future amortization expenses of the intangibles

assets as of December 31, 2021 is as follows:

Year ended December 31,

OPTIMIZERx CORPORATION

1 unchanged sentence

DECEMBER 31, 2021

NOTE 7 –

DEFERRED REVENUE

NOTE 6 – DEFERRED REVENUE

The Company has several signed contracts with

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

The payments are

not recorded as revenue until the revenue is earned under its revenue recognition policy discussed in Note 1.

Deferred revenue

was $120,130 and $226,272 as of December 31, 2014 and 2013, respectively.

NOTE 8 –

RELATED PARTY

the year ended December 31, 2010, the Company acquired the technical contributions and assignment of all exclusive rights

to and for the SampleMD patent in process at the time from an officer and shareholder in exchange for 300,000 shares of common

stock to be granted at the discretion of the seller in addition to 200,000 stock options, which expire in April 2015, that were

valued at $360,000.

The shares were valued on the grant date at $570,000 and have been recorded as a payable to the related party.

NOTE 9 –

OptimizeRx Corporation has 500,000,000 shares

of $.001 par value common stock authorized as of December 31, 2014.

There were 22,867,319 and 14,817,496 common shares issued and

outstanding at December 31, 2014 and 2013, respectively.

On June 1, 2013, the Company entered into

a consulting agreement with North Coast Advisors, Inc.

for various services.

The Company agreed to issue 20,000 shares of common

stock as of the date of the contract.

The Company also agreed to issue an additional 20,000 shares every six months in alignment

with the agreement renewal up to the two years of the agreement.

The first 20,000 shares were valued at the Company’s common

stock closing price as of the date of the contract, which was $1.945/share;

and the second 20,000 shares were valued at the Company’s

common stock closing price of $1.50/share on the date of issuance, and have been expensed.

An additional 10,000 shares were issued

in 2014 before the agreement was terminated by the Company.

The 2014 shares were valued at $1.85, the closing price of the Company’s

common stock on the date of issuance.

On June 10, 2013, the Company entered into

a capital markets advisory agreement with Taglich Brothers, Inc.

for various services.

The agreement covered a one year period

and the Company agreed to issue 44,000 shares of common stock to Taglich over the term of the agreement.

The shares were valued

at $1.66, the closing price of the stock on the date of the agreement and were written off over the term of the agreement.

shares were issued in June 2014 upon expiration of the contract.

On September 20, 2013, the Company entered

into a separation agreement that included post-employment consulting services with the former CEO of the Company.

The Company agreed

to issue 500,000 shares of common stock, 250,000 shares immediately and 250,000 by January 1, 2014.

The shares have been issued

and the Company recognized the entire issuance in the December 31, 2013 shares outstanding.

The shares were valued at $505,000

and $174,808 of that amount remained as deferred stock compensation as of December 31, 2013, but has been fully amortized

to expenses as of December 31, 2014.

In March 2014, the Company entered

into a securities purchase agreement, pursuant to which the Company sold 8,333,333 shares of the Company’s

common stock for $1.20 per share, or gross proceeds of $10,000,000.

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

The payments are not recorded

as revenue until the revenue is earned under its revenue recognition policy discussed in Note 2.

Deferred revenue was $ 1,389,908 and $ 285,795

as of December 31, 2021 and 2020, respectively.

These 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 in the deferred revenue account for the year ended December 31, 2021.

Balance January 1, 2021

Revenue recognized

( 18,006,973 )

Amount collected

Balance December 31, 2021

Following is a summary of activity in the deferred

revenue account for the year ended December 31, 2020.

Balance January 1, 2020

Revenue recognized

( 16,260,166 )

Amount collected

Balance December 31, 2020

NOTE 7 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2010, the Company

acquired the technical contributions and assignment of all exclusive rights to and for a key patent in process at the time from a former

CEO in exchange for a total payment in shares of common stock and options valued at $ 930,000 at the time of the acquisition and recorded

the patent at that cost.

That patent remains in Patents on the consolidated balance sheet as of December 31, 2021.

Jim Lang, one of our Board Members, is the CEO

of Eversana, a leading global provider of services to the life sciences industry.

Eversana is similar to other customers we generate revenue

from, such as agencies or resellers.

During the year ended December 31, 2021, we have recognized $ 218,333 in revenue from contracts

engaged with Eversana.

No revenues were recognized in 2020 related to contracts with Eversana.

These contracts were sourced by Eversana

on behalf of life science customers of theirs.

The contracts are at market rates and were generated in the normal course of business.

NOTE 8 – CONTINGENT PURCHASE PRICE

Our purchase of CareSpeak Communications contained

a contingent element that would be paid only if the Company achieved certain patient engagement revenues in 2019 and 2020.

The total contingent

payment could have been up to $ 3.0 million.

The target patient engagement revenues were achieved in both 2019 and in 2020.

The calculated

fair value of the contingent payment was $ 3,000,000 at December 31, 2019 and $ 1,610,813 at December 31, 2020.

The final required

payment was made in 2021.

Our purchase of RMDY Health, Inc.

also contained

a contingent element that would be paid only if the Company achieves certain revenues in 2020 and 2021 related to the RMDY business.

total contingent payment could have been up to $ 30.0 million.

The minimum payment was $ 1.0 million in each of the two years.

The calculated

fair value of the contingent payment was $ 3,720,000 at December 31, 2019.

We determined the fair value of the Contingent Purchase

Price Payable at December 31, 2019 using a Geometric-Brownian motion analysis of the expected revenue and resulting earnout payment

using inputs that include the spot price, a risk free rate of return of 1.4 %, a term of 2 years, and volatility of 35 %.

During 2020, we

reached agreement with the former shareholders of RMDY to fix the liability at $ 3.75 million, payable in a combination of cash and stock.

Because of the change in the share price between the date of agreement and the date of payment, the amount recorded for the stock amount

varied from the agreed amount.

The liability was paid in full during 2020 and was paid with a $ 3.0 million cash payment and the remainder

in shares of common stock.

OPTIMIZERx CORPORATION

1 unchanged sentence

DECEMBER 31, 2021

NOTE 9 –

Placement agents in the offering received commissions

equal to approximately 9.7% of gross proceeds, for an aggregate commission of approximately $970,000, including reimbursements

for their reasonable out of pocket expenses.

Placement agents also received warrants to purchase up to 804,139 shares of the

Company's common stock with an exercise price of $1.20 per share and a term of 5 years.

The warrants were valued at $1,110,211,

have been recorded as equity issuance costs, and were registered on a registration statement dated May 28, 2014.

In addition to

the warrants to placement agents, the Company also paid cash bonuses of $240,000 to three executive officers, agreed to issue 200,000

shares to three executive officers, and issued 150,000 shares to a consultant, in connection with the equity raise.

The stock was

valued based on the fair market value on the grant date, which was $630,000 in total.

These amounts have been recorded as equity

issuance costs, resulting in total equity issuance costs of $2.95 million.

The 200,000 shares for the three executive officers

have not been issued, but are recorded as stock payable and can be requested by the respective officers at any time.

The Company used the net proceeds of the

offering to exercise the securities redemption option agreement, as amended, with Vicis Capital Master Fund that provided the

Company with an option to purchase all of the outstanding shares and derivative securities held by Vicis for total payment

of $6,000,000.

The shares and derivative securities included the Series A Convertible Preferred Stock, Series B Convertible Preferred

Stock, Common Stock, and warrants to purchase shares of common stock held by Vicis in the Company.

The balance of the net proceeds

was used for working capital purposes.

In January 2014, an executive officer exercised

500,000 stock warrants using the cashless exercise feature included in the warrants.

In exchange for the 500,000 warrants, 410,348

shares of common stock were issued.

In October 2014, a consultant exercised 50,000 stock warrants using the cashless exercise feature

included in the warrants.

In exchange for the 50,000 warrants, 35,417 shares of common stock were issued.

In February 2014, the Company agreed to grant

337,500 shares of common stock, half of which vested immediately and half of which vested in August 2014, to two executive officers

as bonuses based on their efforts to recapitalize the company to secure approximately $3 million in working capital while reducing

potential fully diluted shares by approximately 7 million shares.

Stock-based compensation related to these bonuses was $570,375

during the year ended December 31, 2014.

These shares have not yet been issued and are recorded as stock payable, but can be requested

by the officers at any time.

In 2014, the Company adopted a Director Compensation

plan for outside Directors.

In connection with this plan, 19,565 shares were granted with a total value of $23,166.

7,065 shares were issued in 2014 and 12,500 shares were included in stock payable at December 31, 2014 and issued in January 2015.

PREFERRED STOCK

Series A Preferred

During the year ended December 31, 2008,

35 preferred shares were issued for $3,500,000.

Issuance costs totaled $515,000 resulting in net proceeds of $2,985,000.

shares are convertible to 3,500,000 shares of common stock and bear a 10% cumulative dividend.

In addition, there was a warrant

issued to purchase 6,000,000 shares of common stock at an exercise price of $2 for a period of seven years.

OPTIMIZERx CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 –

NOTE 8 – CONTINGENT PURCHASE PRICE (CONTINUED)

There was no contingent purchase price payable

at December 31, 2021.

The total fair value of contingent purchase price

payable at December 31, 2020 is as follows.

CareSpeak Communications, Inc.

NOTE 9 – STOCKHOLDERS’ EQUITY

Preferred Stock

The holders of the preferred stock are entitled

to semi-annual dividends payable on the stated value of the Series A preferred stock at a rate of 10% per annum, which shall be

cumulative, and accrue daily from the issuance date.

The dividends may be paid in cash or shares of the Company's common stock

at management’s discretion.

If after the conversion eligibility date, the market price for the common stock for any ten consecutive

trading days in which the stock trades for over $2 per share and trading exceeds 100,000 shares per day, the preferred shareholders

can be required to convert their shares to common stock.

Each share of Series A preferred stock shall also be convertible at the

option of the holder into that number of shares of common stock of the Company at the stated value of such share at a $1 conversion

The holder could cause this conversion at the

time the shares are eligible for resale by the holder.

The conversion price is subject to adjustment as hereinafter provided, at

any time, or from time to time upon the terms and in the manner hereinafter set forth in the shareholder agreement.

conversion expiration date, however, the holder must provide 30 days notice for the registration of the conversion.

On May 12, 2010, the Company’s Board

declared and issued 236,598 common shares as payment for all cumulative and current semi-annual dividends.

On November 16,

2010, the Company’s Board declared and issued 173,922 common shares for its semi-annual dividend payment.

2011, the Company’s Board declared and issued 176,768 common shares for its semi-annual dividend payment.

On September 21,

2011, the Company's Board declared and issued 156,306 common shares for its semi-annual dividend payment.

The Company has undeclared

dividends that were due in February and September 2012 totaling $350,000 and undeclared dividends of $350,000 that were due in

February and September 2013 for a total undeclared amount of $700,000 as of December 31, 2013.

As described in greater detail in Note 10,

all of the Series A Preferred shares were redeemed in 2014.

Series B Preferred

During the year ended December 31, 2010,

15 preferred shares were issued for $1,500,000.

The 15 shares are convertible to 1,000,000 shares of common stock and bear a 10%

cumulative dividend.

In addition, there was a warrant issued to purchase 3,000,000 shares of common stock at an exercise price

of $3 for a period of seven years.

The preferred stock was issued for $1,500,000

less associated issuance costs of $350,000 for net proceeds of $1,150,000.

Additionally, 3,000,000 common stock warrants were issued

with the preferred stock.

Based on the fair values of the preferred stock and common stock warrants on the issue date, $341,100

was allocated to preferred stock and $1,158,900 was allocated to the common stock warrants.

Equity issuance costs of $350,000 were

allocated to the preferred stock.

During the quarter ended September 30,

2011, 15 preferred shares were issued to an investor for $1,500,000.

The 15 shares are convertible to 1,000,000 shares of common

stock and bear a 10% cumulative dividend.

In addition, there was a warrant issued to purchase 1,000,000 shares of common stock

at an exercise price of $3 for a period of seven years.

Based on the fair values of the preferred stock and common stock warrants

on the issue date, $855,460 was allocated to preferred stock and $644,540 was allocated to the common stock warrants.

The Company has 10,000,000 shares of preferred

stock, $.001 par value per share, authorized as of December 31, 2021.

No shares were issued or outstanding in either 2020 or 2021.

The Company had 166,666,667 shares of common stock,

$.001 par value per share, authorized as of December 31, 2021.

There were 17,860,975 and 15,223,340 shares of common stock issued

and outstanding at December 31, 2021 and 2020, respectively.

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 .

The Company had a Director Compensation plan covering

its independent non-employee Directors that was in effect through June 30, 2021.

A total of 4,730 and 28,809 shares were granted and issued

in the years ended December 31, 2021 and 2020, respectively, in connection with this compensation plan.

These shares were valued

at $ 250,085 and $ 450,124 , respectively.

The plan was changed to grant restricted stock units under the Company’s 2021 Equity compensation

plan and those grants are reflected in the information in Note 10.

We issued 1,105,822 shares of common stock and

received proceeds of $ 4,864,231 in 2021 in connection with the exercise of options.

We also issued 414,705 shares of common stock and

received proceeds of $ 2,488,394 in 2020 in connection with the exercise of options.

We issued 3,333 shares of common stock in 2021

and 84,746 shares of common in stock in 2020 in connection with the vesting of restricted stock units and discussed in greater detail

in Note 10, Stock Compensation.

NOTE 10 – STOCK COMPENSATION

The Company sponsors two stock-based incentive

compensation plans.

The first plan is known as the 2013 Incentive

Plan (the “2013 Plan”) and was established by the Board of Directors of the Company in June 2013.

The 2013 Plan, as amended,

authorized the issuance of 3,000,000 shares of Company common stock.

The amended plan was approved by shareholders.

A total of 671,011

shares of common stock underlying options and 145,550 shares of common stock underlying restricted stock unit awards were outstanding

at December 31, 2021.

In connection with the adoption of a new plan in 2021, the Company froze the 2013 Plan.

At December 31,

2021, there were no shares available for grant under the 2013 Plan.

In 2021, the Company adopted a new plan known

as the 2021 Equity Incentive Plan (“2021 Plan”).

The plan was established by the Board of Directors and approved by shareholders

in August 2021.

A total of 2,500,000 shares are authorized for issuance under the 2021 Plan.

A total of 112,536 shares of common stock

underlying options and 254,188 shares of common stock underlying restricted stock unit awards were outstanding at December 31, 2021.

At December 31, 2021, 2,133,276 shares were available for grant under the 2021 Plan.

OPTIMIZERx CORPORATION

1 unchanged sentence

DECEMBER 31, 2021

NOTE 10 –

PREFERRED STOCK

The holders of the

preferred stock are entitled to semi-annual dividends payable on the stated value of the Series B preferred stock at a rate of

10% per annum, which shall be cumulative, and accrue daily from the issuance date.

The dividends may be paid in cash or shares

of the Company's common stock at management’s discretion.

If after the conversion eligibility date, the market price for

the common stock for any ten consecutive trading days in which the stock trades for over $2 per share and trading exceeds 100,000

shares per day, the preferred shareholders can be required to convert their shares to common stock.

Each share of Series B preferred

stock shall also be convertible at the option of the holder into that number of shares of common stock of the Company at the stated

value of such share at a $1.50 conversion price.

The holder could cause this conversion at the

time the shares are eligible for resale by the holder.

The conversion price is subject to adjustment as hereinafter provided, at

any time, or from time to time upon the terms and in the manner hereinafter set forth in the shareholder agreement.

On March 25, 2011, the Company’s

Board declared and issued 75,758 common shares for its semi-annual dividend payment.

On September 21, 2011, the Company's

Board declared and issued 66,988 common shares for its semi-annual dividend payment.

The Company has undeclared dividends that

were due in February and September 2012 totaling $150,000 and undeclared dividends of $150,000 that were due in February and September

2013 for a total undeclared amount of $300,000 as of December 31, 2013.

As described in greater detail in Note 9, all

of the Series B Preferred shares were redeemed in 2014.

NOTE 11 –

STOCK OPTIONS

The Company sponsors a stock-based incentive

compensation plan known as the 2013 Equity Compensation Plan (the “Plan”), which was established by the Board of Directors

of the Company and approved by the shareholders of the Company in June 2013.

A total of 1,500,000 shares were initially reserved

for issuance under the plan, of which 552,500 options have been granted, 537,500 shares have been granted, and 410,000 remain

available for grant.

The plan allows the Company to grant

incentive stock options, non-qualified stock options, stock appreciation right, or restricted stock.

The incentive stock options

are exercisable for up to ten years, at an option price per share not less than the fair market value on the date the option is

The incentive stock options are limited to persons who are regular full-time employees of the Company at the date of

the grant of the option.

Non-qualified options may be granted to any person, including, but not limited to, employees, independent

agents, consultants and attorneys, who the Company’s Board or Compensation Committee believes have contributed, or will

contribute, to the success of the Company.

Non-qualified options may be issued at option prices of less than fair market value

on the date of grant and are exercisable for up to ten years from date of grant.

The option vesting schedule for options granted

is determined by the Compensation Committee of the Board of Directors at the time of the grant.

The Plan provides for accelerated

vesting of unvested options if there is a change in control, as defined in the plan.

Prior to establishment of the plan, the

Board granted options under terms similar to those described in the preceding paragraphs.

The compensation cost that has been charged

against income related to options for the years ended December 31, 2014 and 2013, was $272,804 and $94,998, respectively.

tax benefit was recognized in the income statement and no compensation was capitalized in any of the years presented.

NOTE 10 – STOCK COMPENSATION (CONTINUED)

The 2021 Plan allows the Company to grant incentive

stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and

other stock-based awards.

Incentive stock options may only be granted to persons who are regular full-time employees of the Company at

the date of the grant of the option.

Non-qualified options may be granted to any person, including, but not limited to, directors, officers,

employees and consultants, who the Company’s Board or Compensation Committee determines.

The exercise price of options granted under

the 2021 Plan must be equal to at least 100 % of the fair market value of our common stock as of the date of the grant of the option.

granted under the 2021 Plan are exercisable as determined by the Compensation Committee and specified in the applicable award agreement.

In no event will an option be exercisable after ten years from the date of grant.

The compensation cost that has been charged against

income related to options for the years ended December 31, 2021 and 2020, was $ 2,709,781 and $ 1,884,202 , respectively.

tax benefit was recognized in the consolidated statements of income and no compensation was capitalized in any of the years presented.

The Company had the following option activity

during the year ended December 31, 2021 and 2020:

Number of Options

Weighted average exercise price

Weighted average remaining contractual life (years)

Aggregate intrinsic

Outstanding at January 1, 2020

Expired or forfeited

Outstanding at December 31, 2020

( 1,137,065 )

Expired or forfeited

Outstanding, December 31, 2021

Exercisable, December 31, 2021

OPTIMIZERx CORPORATION

1 unchanged sentence

DECEMBER 31, 2021

NOTE 11 –

STOCK OPTIONS

AND WARRANTS (continued)

The Company had the following option activity

during the years ended December 31, 2014 and 2013:

NOTE 10 – STOCK COMPENSATION (CONTINUED)

The table below reflects information for the total options outstanding

at December 31, 2021

Range of Exercise Prices

Number of Options

Weighted average remaining contractual life (years)

Weighted average exercise price

Outstanding, January 1, 2013

Granted - 2013

Exercised - 2013

Expired –

Balance, December 31, 2013

Granted –

Exercised –

Expired –

Balance, December 31, 2014

NOTE 12 –WARRANTS

The Company has issued warrants, primarily

in connection with capital raising activities.

As also discussed in Note 9, in 2014 we issued 804,139 warrants, with an exercise

price of $1.20 per share, in connection with a $10 million equity raise, the proceeds of which were used to retire common stock,

preferred, stock, and previously existing warrants.

The Company had the following warrants outstanding

as of December 31, 2014:

Number of Warrants

Exercise Price

Expiration Date

The Company had the following warrant activity

during the years ended December 31, 2014 and 2013:

Number of Warrants

$ 2.46 to $ 10.00

$10,00 to $20.00

$ 20.00 to $ 40.00

$ 40.00 to $ 60.00

$ 60.00 to $ 96.70

The table below reflects information for the vested options outstanding

at December 31, 2021.

Range of Exercise Prices

Number of Options

Weighted average remaining contractual life (years)

Weighted average exercise price

Outstanding, January 1, 2013

Granted - 2013

Exercised - 2013

Expired –

Balance, December 31, 2013

Granted –

Exercised –

Cancelled - 2014

(10,000,000 )

Expired –

Balance, December 31, 2014

$ 2.46 to $ 10.00

$10,00 to $20.00

$ 20.00 to $ 40.00

$ 40.00 to $ 60.00

$ 60.00 to $ 96.70

A summary of the status of the Company’s nonvested options as

of December 31, 2021, and changes during the year ended December 31, 2021, is presented below.

Nonvested Options

Average Exercise Price

Nonvested at January 1, 2021

Nonvested at December 31, 2021

There is $ 9,685,867 of expense remaining to be

recognized over a period of approximately 2.4 years related to options outstanding at December 31, 2021.

OPTIMIZERx CORPORATION

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

NOTE 13 –

OPERATING LEASES

The Company signed the lease for its current

office space located in Rochester Michigan on December 1, 2011 at an approximate rent of $5,000 per month.

The initial lease term

was for three years with an option to renew for an additional two years at approximately $5,200 per month.

The lease was renewed

and now expires on November 30, 2016.

Minimum annual rent payments are as follows

for the remainder term of the lease:

Year ended December 31, 2015

Year ended December 31, 2016

Total lease commitment

NOTE 14 –

MAJOR CUSTOMERS

had the following major customers that individually accounted for 10% or more of revenue in any one of the years presented

All other customers

NOTE 15 –

As of December 31, 2014, the Company had net

operating loss carry forwards of approximately $8.8 million that expire from 2027 through 2034 that are available to offset future

taxable income.

The Company was formed in 2006 as a limited liability company and incorporated in 2007.

Activity prior to incorporation

is not reflected in the Company’s corporate tax returns.

In the future, the cumulative net operating loss carry-forward for

income tax purposes may differ from the cumulative financial statement loss due to timing differences between book and tax reporting.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 10 – STOCK COMPENSATION (CONTINUED)

The Company had the following restricted stock

unit (“RSU”) activity during the years ended December 31, 2021 and 2020:

Number of RSUs

Grant date fair value

Weighted average remaining contractual life (years)

Outstanding at January 1, 2020

Shares issued

Outstanding at December 31, 2020

Shares issued

Outstanding at December 31, 2021

The Company granted restricted stock units of

303,556 and 94,746 units in 2021 and 2020, respectively, and valued at $ 20,125,861 and $ 850,985 , respectively.

These restricted stock

units vest over a period of 1.6 to 5 years.

The Company recognized expense of $ 2,532,091 and $ 838,514 in 2021 and 2020, respectively,

related to these restricted stock units.

A total of $ 18,389,797 remains to be recognized at December 31, 2021 over a period of 3.0

Of the restricted stock units issued in 2021,

182,938 are market-based awards that vest if the Company’s stock price hits certain price targets and maintains that price for 30

A total of 60,191, 60,191, and 62,016 units vest if the stock price hits $98.87, $131.82, $164.78, respectively.As described in

Note 2, these market-based restricted stock units were valued using a Monte Carlo simulation model, with expected vesting in 1.6, 2.25,

and 2.71 years, respectively, for the three price targets.

NOTE 11 – LEASES

In February 2016, the Financial Accounting Standards

Board (“FASB”) issued new accounting guidance on leases.

The accounting standard, effective January 1, 2019, requires virtually

all leases to be recognized on the balance sheet.

Under the guidance, we have elected not to separate lease and non-lease components in

recognition of the lease-related assets and liabilities, as well as the related lease expense.

We have operating leases with terms greater than 12

months for office space in three multitenant facilities, which are recorded as assets and liabilities.

The lease on our headquarters space

in Rochester, Michigan expires November 30, 2023 , with a renewal option through 2025, with monthly rent payable at rates ranging from

$ 6,384 to $ 6,688 .

We have assumed renewal of the lease.

We also have a lease on office space in Cranbury, New Jersey, which expired in

January 2022 with a monthly payment of $3,158, as well as a lease of approximately $1,883 per month in Zagreb, Croatia expiring in 2024.

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.

Operating lease expense is recognized on a straight-line basis

over the lease term, while variable lease payments are expensed as incurred.

OPTIMIZERx CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 11 – LEASES (CONTINUED)

For the years ended December 31, 2021 and

2020, the Company’s lease cost consisted of the following components, each of which is included in operating expenses within the

Company’s consolidated statements of operations:

Operating lease cost

Short-term lease cost (1)

Total lease cost

(1) Short-term lease cost includes

any lease with a term of less than 12 months.

The table below presents the future minimum lease

payments to be made under operating leases as of December 31, 2021:

For the year ending December 31,

present value discount

Total lease liabilities

The weighted average remaining lease term for

operating leases is 3.6 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 $ 124,919 .

For the year ended December 31, 2021, payments

on lease obligations were $ 142,284 and amortization on the right of use assets was $ 121,129 .

For the year ended December 31, 2020,

payments on lease obligations were $ 138,019 and amortization on the right of use assets was $ 104,805 .

NOTE 12 – MAJOR CUSTOMERS AND VENDORS

The Company had the following customers that accounted

for 10 % or greater of revenue in either 2021 or 2020.

No other customers accounted for more than 10 % of revenue in either year presented.

Our accounts receivable included 2 agencies that

represented multiple customers that individually made up more than 10 % of our accounts receivable at December 31, 2021 in the percentages

of 33.5 % and 12.2 %.

As of December 31, 2020, our accounts receivable included 4 entities, including agencies that represented multiple

customers that individually made up more than 10 % of our accounts receivable in the percentages of 19.7 %, 16.2 %, 15.8 % and 14.4 %.

OPTIMIZERx CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 12 – MAJOR CUSTOMERS AND VENDORS (CONTINUED)

The Company generates its revenues through its

EHR and ePrescribe partners.

It had two key partners and/or vendors through which 10 % or greater of its revenue was generated in either

2021 or 2020 as set forth below.

The amounts in the table below reflect the amount of revenue generated through those partners.

NOTE 13 – INCOME TAXES

As of December 31, 2021, the Company had net operating

loss carry-forwards for federal income tax purposes of approximately $26.4 million, consisting of pre-2018 losses in the amount of approximately

$13.2 million that expire from 2021 through 2037, and post-2017 losses in the amount of approximately $13.2 million that will never expire.

These net operating losses are available to offset future taxable income.

The Company was formed in 2006 as a limited liability company

and changed to a corporation in 2007.

Activity prior to incorporation is not reflected in the Company’s corporate tax returns.

the future, the cumulative net operating loss carry-forward for income tax purposes may differ from the cumulative financial statement

loss due to timing differences between book and tax reporting.

The provision for Federal income tax consists

of the following for the years ended December 31, 2021 and 2020:

Federal income tax benefit attributable to:

Federal income tax benefit (expense) attributable to:

Current operations

Permanent and Timing Differences (net)

State tax effect, net of federal benefit

State rate change

Change in fair value of contingent consideration

Option exercise benefits, net of Section 162M limitations

Other permanent items

Other adjustments

NOLs expiring

Valuation allowance

( 3,006,000 )

Net provision for federal income tax

Current tax benefit (expense) - Federal

Deferred tax benefit (expense) - Federal

Adjustment of valuation allowance from business combination

Total tax benefit (expense) on income

OPTIMIZERx CORPORATION

1 unchanged sentence

DECEMBER 31, 2021

NOTE 15 –

INCOME TAXES (continued)

The cumulative tax effect at the expected rate

of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2013 and 2012:

NOTE 13 – INCOME TAXES (CONTINUED)

The cumulative tax effect of significant items

comprising our net deferred tax amount at the expected rate of 21 % is as follows as of December 31, 2021 and 2020:

Deferred tax asset attributable to:

Net operating loss carryover

Valuation allowance

Stock compensation

Operating lease liability

Deferred tax asset

Deferred tax liabilities attributable to:

$ ( 2,490,000 )

$ ( 2,181,000 )

Operating lease right of use assets

Deferred tax liability

$ ( 2,619,000 )

$ ( 2,291,000 )

Net deferred tax asset

Under certain circumstances

issuance of common shares can result in an ownership change under Internal Revenue Code Section 382 which limits the Company’s

ability to utilize carry forwards from prior to the ownership change.

Any such ownership change resulting from stock issuances

and redemptions could limit the Company’s ability to utilize any net operating loss carry forwards or credits generated

before this change in ownership.

These limitations can limit both the timing of usage of these laws, as well as the loss of the

ability to use these net operating losses.

NOTE 16 –

The company is currently involved in the following

legal proceedings.

In September 2014, we initial litigation against

Shadron Stastney, the Company’s previous CEO, in the U.S.

District Court in the Eastern District of Michigan as a result

of a dispute related to his separation agreement.

Stastney alleged damages related to the non-registration of shares that he

was granted as part of his separation agreement signed in September 2013.

Under the terms of the contract we are not obligated

to register the shares and we deny any obligation to do so.

We have requested declarative relief from the court and also requested

an injunction from the court preventing Mr.

Stastney from continuing to pursue his claims.

Stastney has filed a counterclaim

requesting damages of $450,000 related to the nonregistration of his shares.

In March 2015, we initiated litigation

against LDM Group, LLC and PDR Network, LLC in the United States District Court in the Eastern District of Missouri related to

the breach by LDM, and PDR as successor, of the settlement agreement signed February 28, 2014 related to previous litigation with

LDM has failed to live up to its obligations under the settlement agreement including, but not limited to, not allowing the

Company to distribute its eCoupon programs in the LDM network, not allowing the Company to distribute the LDM patient education

programs, and not providing other information required under the settlement agreement.

The Company is seeking enforcement of the

settlement agreement and is seeking damages in an amount at least equal to the amounts paid to date to LDM under the settlement

agreement, which approximates $900,000, as well as damages for lost income and business value as a result of LDM’s breach

of the agreement.

In March 2015, we also initiated litigation

against PDR Network, LLC in the United States District Court in the District of New Jersey as a result of PDR’s breach of

the Master Services Agreement between the parties requiring PDR to exclusively use the Company’s eCoupon solution.

asserts that PDR’s acquisition of LDM and the use of the LDM network to distribute coupons by PDR violates the agreement

between the parties and is seeking damages in an amount at least equal the amounts paid to date by the Company to LDM under the

settlement agreement, which approximates $900,000, as well as damages for lost income and business value as a result of PDR’s

Valuation allowance

( 5,263,000 )

( 2,257,000 )

Net deferred tax asset, net of valuation allowance

The ultimate realization of deferred tax assets

is dependent upon the Company’s ability to generate sufficient taxable income during the periods in which the net operating losses

expire and the temporary differences become deductible.

The Company has determined that there is significant uncertainty that the results

of future operations and the reversals of existing taxable temporary differences will generate sufficient taxable income to realize the

deferred tax assets;

therefore, a valuation allowance has been recorded.

In making this determination, the Company considered historical

levels of income, projections for future periods, and the significant amount of tax deductions to be generated from the future exercise

of stock options.

The tax years 2018 to 2021 remain open for potential

audit by the Internal Revenue Service.

There are no uncertain tax positions as of December 31, 2020 or December 31, 2021, and

none are expected in the next 12 months.

The Company’s foreign subsidiaries are cost centers that are primarily reimbursed for expenses,

as a result they generate an immaterial amount of income or loss.

Pretax book income (loss) is all from domestic operations.

years of returns remain open for potential audit in foreign jurisdictions, however any audits for periods prior to ownership by the Company

are the responsibility of the previous owners.

Under certain circumstances issuance of common

shares can result in an ownership change under Internal Revenue Code Section 382, which limits the Company’s ability to utilize

carry-forwards from prior to the ownership change.

Any such ownership change resulting from stock issuances and redemptions could limit

the Company’s ability to utilize any net operating loss carry-forwards or credits generated before this change in ownership.

limitations can limit both the timing of usage of these laws, as well as the loss of the ability to use these net operating losses.

is likely that fundraising activities have resulted in such an ownership change.

OPTIMIZERx CORPORATION

1 unchanged sentence

DECEMBER 31, 2021

CONTINGENT LIABILITIES (continued)

In early 2014 the Company learned that

Milton Wilpon (“Mr.

Wilpon”) of New Jersey claimed to have obtained a default judgment for approximately $929,000

in the New Jersey Superior Court, Essex County (the “Judgment”) against a predecessor of the Company and was seeking

to amend the Judgment to add the Company as a judgment debtor.

The Judgment was entered in 2006 when the predecessor

of the Company was a dormant shell company and the Judgment allegedly related to a settlement agreement that was breached in 2001

(the “Settlement Agreement”).

The Company appeared in the action and filed a motion to vacate the Judgment on

several grounds, including that it appeared that the Summons and Complaint were never properly served and that plaintiff had never

filed an arbitration as was required by the Settlement Agreement.

In September 2014, the Court granted the Company’s

motion and vacated the Judgment in its entirety and dismissed the action.

In December 2014, the Company was served with

a copy of a Demand for Arbitration filed by Mr.

Wilpon relating to his claims under the Settlement Agreement.

24, 2015, the Company filed an appearance with the AAA objecting to the arbitration on several grounds, including (1) that claims

arose in 2001 and are barred by the applicable statute of limitations;

(2) plaintiff did not properly serve and file the demand

for arbitration and (3) plaintiff has not followed the proper procedure for the appointment of an arbitrator as provided by the

Settlement Agreement.

The Company intends vigorously to oppose Mr.

Wilpon’s claims.

NOTE 14 – COMMITMENTS AND CONTINGENT LIABILITIES

The Company is not involved in any legal proceedings.

Revenue-share contracts

The Company has contacts with various Electronic

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 distributed

through their networks.

These contracts grant audit rights related to the payments to our partners, and in some cases would require

us to pay for the audit if the audit determined there was an underpayment and the underpayment meets certain thresholds, such as

OPTIMIZERx CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014

NOTE 17 –

The Company discovered

and recorded items requiring it to restate its 2013 financial results, as well as its 2014 quarterly results, to correct

the accounting for certain transactions contained therein.

The restatement relates to unrecorded stock compensation related to

investor relations and consulting services, unrecorded revenue share payables, and changes in revenue recognition, all occurring

during the year ended December 31, 2013.

The revenue recognition relates to promotional programs started in 2013 that were expected

to be completed in 2013, but actually carried over into 2014.

The following items were restated in the 2013

Annual Financial Statements

Balance Sheet

Previously stated

Accounts receivable

Revenue share payable

Deferred revenue

Additional paid in capital

Deferred stock compensation

Accumulated deficit

$ (24,616,220 )

$ (25,099,357 )

Statement of Operations

Revenue share expense

Operating expenses

Net income (loss)

Statement of Cash Flows

Net income (loss)

Stock options issued for services

Stock-based compensation

Changes in accounts receivable

Changes in revenue share payable

Changes in deferred revenue

The following tables show the

effect of the restatement on the unaudited quarterly information previously filed.

Period Ended September 30,

2013 (unaudited):

Balance Sheet

Previously stated

Revenue share payable

Deferred revenue

Additional paid in capital

Deferred stock compensation

Accumulated deficit

Statement of Operations

Three Months ended September 30, 2013

Revenue share expense

Operating expenses

Net income (loss)

Nine Months ended September 30, 2013

Revenue share expense

Operating expenses

Net income (loss)

Statement of Cash Flows

Net income (loss)

Stock-based compensation

Changes in revenue share payable

Changes in deferred revenue

Period Ended March 31,

2014 (unaudited):

Balance Sheet

Previously stated

Revenue share payable

Deferred revenue

Additional paid in capital

Deferred stock compensation

Accumulated deficit

Statement of Operations

Three Months ended March 31, 2014

Revenue share expense

Operating expenses

Net income (loss)

Statement of Cash Flows

Net income (loss)

Stock-based compensation

Changes in revenue share payable

Changes in deferred revenue

P eriod Ended June 30,

2014 (unaudited):

Balance Sheet

Previously stated

Revenue share payable

Deferred revenue

Additional paid in capital

Accumulated deficit

Statement of Operations

Three Months ended June 30, 2014

Revenue share expense

Operating expenses

Net income (loss)

Six Months ended June 30, 2014

Revenue share expense

Operating expenses

Net income (loss)

Statement of Cash Flows

Net income (loss)

Stock-based compensation

Changes in revenue share payable

Changes in deferred revenue

Period Ended September 30,

2014(unaudited):

Balance Sheet

Previously stated

Revenue share payable

Deferred revenue

Additional paid in capital

Accumulated deficit

Statement of Operations

Three Months ended September 30, 2014

Revenue share expense

Operating expenses

Net income (loss)

Nine Months ended September 30, 2014

Revenue share expense

Operating expenses

Net income (loss)

Statement of Cash Flows

Net income (loss)

Stock-based compensation

Changes in revenue share payable

Changes in deferred revenue

SUBSEQUENT EVENTS

In January 2015, we issued 12,500 shares of

common stock to two outside directors as payment of their quarterly Director Fees.

In March 2015, we signed a capital markets

advisory agreement whereby we agreed to issue 90,000 shares of common stock in two increments as payment for the advisory services.

The first 45,000 shares were issued in March 2015.

In accordance

with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2014 through the date these financial

statements were issued and has determined that it does not have any material subsequent events to disclose in these financial

statements other than the events described above.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

July 25, 2014, Silberstein Ungar, PLLC notified us that its principals joined the accounting firm of KLJ & Associates, LLP.

As a result of the transaction, on July 25, 2014, Silberstein Ungar, PLLC resigned as our independent registered public accounting

firm and we engaged KLJ & Associates, LLP as our independent registered public accounting firm.

These contracts grant audit rights related to the payments to our partners, and, in some cases would require us

to pay for the audit if the audit determined there was an underpayment and the underpayment meets certain thresholds, such as 10 %.

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

As of December 31,

2021, the Company had commitments for future minimum payments of $ 3.4 million that will be reflected in cost of revenues during the years

from 2022 through 2023.

Minimum payments are due in 2022 and 2023, in the amounts of $ 2.65 million and $ 0.75 million, respectively.

NOTE 15 – RETIREMENT PLAN

The Company sponsors a defined contribution 401(k)

profit sharing plan which was adopted in December 2015, effective in January 2016.

Under the terms of the plan, the Company matches 100%

of the first 3% of payroll contributed by the employee and 50% of the next 2% of payroll contributed by the employee to a maximum of 4%

of an employee’s payroll.

There was expense of $ 343,221 and $ 373,027 recorded in 2021 and 2020, respectively, for the Company’s

contributions to the plan.

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

What changed 10-K/A

Item 8. Financial Statements and Supplementary Data