OptimizeRx Corp 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 ☐ Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission File Number: 001-38543 OptimizeRx Corporation (Exact name of registrant as specified in its charter) Nevada 26-1265381 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 400 Water Street , Suite 200 Rochester , MI , 48307 (Address of principal executive offices) 248 - 651-6568 (Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered under Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 OPRX Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐ Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 17,127,708 common shares as of May 6, 2023. TABLE OF CONTENTS Page PART I – FINANCIAL INFORMATION Item 1: Financial Statements (unaudited) 1 Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3: Quantitative and Qualitative Disclosures About Market Risk 17 Item 4: Controls and Procedures 17 PART II — OTHER INFORMATION Item 1: Legal Proceedings 18 Item 1A: Risk Factors 18 Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 18 Item 3: Defaults Upon Senior Securities 18 Item 4: Mine Safety Disclosure 18 Item 5: Other Information 18 Item 6: Exhibits 18 i PART I - FINANCIAL INFORMATION Item 1. Financial Statements Our condensed consolidated financial statements included in this Form 10-Q are as follows: 2 Condensed Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022 (unaudited); 3 Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 (unaudited); 4 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2023 and 2022 (unaudited); 5 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (unaudited); 6 Notes to Condensed Consolidated Financial Statements (unaudited). 1 OPTIMIZERX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, 2023 December 31, 2022 ASSETS Current assets Cash and cash equivalents $ 16,443,666 $ 18,208,685 Short-term investments 57,258,234 55,931,821 Accounts receivable, net 18,164,687 22,155,301 Prepaid expenses and other 4,014,853 2,280,828 Total current assets 95,881,440 98,576,635 Property and equipment, net 143,924 137,448 Other assets Goodwill 22,673,820 22,673,820 Technology assets, net 7,591,461 7,702,895 Patent rights, net 1,886,008 1,940,178 Right of use assets, net 213,324 235,320 Other intangible assets, net 3,302,563 3,384,889 Total other assets 35,667,176 35,937,102 TOTAL ASSETS $ 131,692,540 $ 134,651,185 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable – trade $ 1,288,854 $ 1,549,979 Accrued expenses 2,124,777 2,601,246 Revenue share payable 3,367,483 3,990,440 Current portion of lease liabilities 89,287 89,902 Deferred revenue 735,140 164,309 Total current liabilities 7,605,541 8,395,876 Non-current liabilities Lease liabilities, net of current portion 123,227 144,532 Total liabilities 7,728,768 8,540,408 Commitments and contingencies (See note 9) Stockholders’ equity Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2023 or December 31, 2022 — — Common stock, $ 0.001 par value, 166,666,667 shares authorized, 18,331,511 and 18,288,571 shares issued at March 31, 2023 and December 31, 2022, respectively 18,332 18,289 Treasury stock, $ 0.001 par value, 1,214,398 shares held at March 31, 2023 and December 31, 2022 ( 1,214 ) ( 1,214 ) Additional paid-in-capital 177,036,466 172,785,800 Accumulated deficit ( 53,089,812 ) ( 46,692,098 ) Total stockholders’ equity 123,963,772 126,110,777 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 131,692,540 $ 134,651,185 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 OPTIMIZERX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended March 31, 2023 2022 Net revenue $ 13,002,910 $ 13,731,530 Cost of revenues, exclusive of depreciation and amortization presented separately below 5,569,621 5,629,858 Gross profit 7,433,289 8,101,672 Operating expenses General and administrative expenses 14,032,542 11,391,233 Depreciation, amortization and noncash lease expense 463,933 471,540 Total operating expenses 14,496,475 11,862,773 Loss from operations ( 7,063,186 ) ( 3,761,101 ) Other income Interest income 665,472 3 Loss before provision for income taxes ( 6,397,714 ) ( 3,761,098 ) Income tax benefit — — Net loss $ ( 6,397,714 ) $ ( 3,761,098 ) Weighted average number of shares outstanding – basic 17,094,676 17,878,068 Weighted average number of shares outstanding – diluted 17,094,676 17,878,068 Loss per share – basic $ ( 0.37 ) $ ( 0.21 ) Loss per share – diluted $ ( 0.37 ) $ ( 0.21 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 3 OPTIMIZERX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED) Common Stock Treasury Stock Additional Paid in Accumulated Shares Amount Shares Amount Capital Deficit Total Balance January 1, 2023 18,288,571 $ 18,289 ( 1,214,398 ) $ ( 1,214 ) $ 172,785,800 $ ( 46,692,098 ) $ 126,110,777 Stock based compensation expense Options — — — — 1,466,694 — 1,466,694 Restricted stock — — — — 2,913,809 — 2,913,809 Issuance of common stock For options exercised 9,668 10 — — 40,596 — 40,606 For restricted stock units vested 33,272 33 — — ( 170,433 ) — ( 170,400 ) Net loss — — — — — ( 6,397,714 ) ( 6,397,714 ) Balance March 31, 2023 18,331,511 $ 18,332 ( 1,214,398 ) $ ( 1,214 ) $ 177,036,466 $ ( 53,089,812 ) $ 123,963,772 Common Stock Treasury Stock Additional Paid in Accumulated Shares Amount Shares Amount Capital Deficit Total Balance January 1, 2022 17,860,975 $ 17,861 — $ — $ 166,615,514 $ ( 35,253,658 ) $ 131,379,717 Stock based compensation expense Options — — — — 905,744 — 905,744 Restricted stock — — — — 2,268,354 — 2,268,354 Issuance of common stock For options exercised 28,006 28 — — 258,100 — 258,128 For restricted stock units vested 13,627 14 — — ( 14 ) — — Net loss — — — — — ( 3,761,098 ) ( 3,761,098 ) Balance March 31, 2022 17,902,608 $ 17,903 — $ — $ 170,047,698 $ ( 39,014,756 ) $ 131,050,845 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 OPTIMIZERX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 6,397,714 ) $ ( 3,761,098 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 463,933 471,540 Stock-based compensation 4,380,503 3,174,098 Increase in bad debt reserve 128,178 21,000 Changes in: Accounts receivable 3,862,436 5,643,761 Prepaid expenses and other assets ( 1,734,024 ) 1,021,166 Accounts payable ( 261,125 ) ( 6,079 ) Revenue share payable ( 622,956 ) ( 1,202,497 ) Accrued expenses and other liabilities ( 476,392 ) ( 1,184,784 ) Deferred revenue 570,831 ( 96,863 ) NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ( 86,330 ) 4,080,244 CASH FLOWS USED IN INVESTING ACTIVITIES: Purchase of property and equipment ( 28,580 ) ( 14,480 ) Purchases of held-to-maturity investments ( 56,926,611 ) — Redemptions of held-to-maturity investments 55,600,198 — Acquisition of intangible assets, including intellectual property rights — ( 51,271 ) Capitalized software development costs ( 193,901 ) — NET CASH USED IN INVESTING ACTIVITIES ( 1,548,894 ) ( 65,751 ) CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES: Cash paid for employee withholding taxes related to the vesting of restricted stock units ( 170,400 ) — Proceeds from exercise of stock options 40,606 258,128 NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES ( 129,794 ) 258,128 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 1,765,018 ) 4,272,621 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 18,208,685 84,681,770 CASH AND CASH EQUIVALENTS - END OF PERIOD $ 16,443,667 $ 88,954,391 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ — $ — Cash paid for income taxes $ — $ — The accompanying notes are an integral part of these condensed consolidated financial statements. 5 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2023 NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION The accompanying condensed consolidated financial statements include OptimizeRx Corporation and its wholly owned subsidiaries (collectively, the “Company”, “we”, “our”, or “us”). We are a digital health technology company enabling care-focused engagement between life sciences organizations, healthcare providers, and patients at critical junctures throughout the patient care journey. Connecting over 60 % of U.S. healthcare providers and millions of their patients through an intelligent technology platform embedded within a proprietary point-of-care network, OptimizeRx helps patients start and stay on their medications. The condensed consolidated financial statements for the three months ended March 31, 2023 and 2022 have been prepared by us without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments necessary to present fairly our financial position at March 31, 2023, and our results of operations, changes in stockholders’ equity, and cash flows for the three months ended March 31, 2023 and 2022, have been made. Those adjustments consist of normal and recurring adjustments. The condensed consolidated balance sheet as of December 31, 2022, has been derived from the audited consolidated condensed balance sheet as of that date. Certain information and note disclosures, including a detailed discussion about the Company’s significant accounting policies, normally included in our annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with a reading of the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 10, 2023. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the full year. NOTE 2 – NEW ACCOUNTING STANDARDS ASU Topic 2021-08 Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , 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 was effective for the Company’s fiscal year beginning January 1, 2023. The adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows. NOTE 3 – CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS Cash equivalents include items almost as liquid as cash with maturity periods of three months or less when purchased, and short-term investments include items with maturity dates between three months and one year when purchased. We account for marketable securities in accordance with ASC 320, “Investments - Debt Securities”, which require that certain debt securities be classified into one of three categories: held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at amortized cost or fair market value. At March 31, 2023 and December 31, 2022, we have recorded $ 57.3 million and $ 55.9 million, respectively, of held-to-maturity United States’ Treasury Bills at amortized cost basis. Our held-to-maturity United States’ Treasury Bills have maturity dates between April 2023 and June 2023 . NOTE 4 – REVENUES Under ASC 606, Revenue from Contracts with Customers , we record revenue when earned, rather than when billed. From time to time, we may record revenue based on our revenue recognition policies in advance of being able to invoice the customer, or we may invoice the customer prior to being able to recognize the revenue. Included in accounts receivable are unbilled amounts of $ 2,992,909 and $ 3,582,735 at March 31, 2023, and December 31, 2022, respectively. Amounts billed in advance of revenue recognition are presented as deferred revenue on the condensed consolidated balance sheets. 6 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2023 NOTE 4 – REVENUES (CONTINUED) The Company has several signed contracts with customers for the distribution of messaging, or other services, which include payment in advance. The payments are not recorded as revenue until the revenue is earned under its revenue recognition policy. Deferred revenue was $ 735,140 and $ 164,309 as of March 31, 2023 and December 31, 2022, respectively. The contracts are all short term in nature and all revenue is expected to be recognized within 12 months, or less. Following is a summary of activity for the deferred revenue account for the quarter ended March 31. Balance January 1, 2023 $ 164,309 Revenue recognized ( 8,778,893 ) Amount collected 9,349,724 Balance March 31, 2023 $ 735,140 Disaggregation of Revenue Consistent with ASC Topic 606, we have disaggregated our revenue by timing of revenue recognition. The majority of our revenue is recognized over time as solutions are provided. A small portion of our revenue related to program development, solution architect design, and other solutions is recognized at a point in time upon delivery to customers. A break down is set forth in the table below. Three Months Ended March 31, 2023 2022 Revenue recognized over time $ 12,423,100 $ 12,902,664 Revenue recognized at a point in time 579,810 828,867 Total Revenue $ 13,002,910 $ 13,731,530 NOTE 5 – LEASES We have operating leases for office space in two multitenant facilities in Rochester, Michigan and Zagreb, Croatia. We also had a lease on office space in Cranbury, New Jersey, which expired in January 2022. For leases that contain renewal options, we have only assumed renewal for the headquarters lease. Lease-related assets, or right-of-use assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities, adjusted for prepaid lease payments, initial direct costs, and lease incentives received. Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using our incremental borrowing rate. Amortization of the right of use assets is recognized as non-cash lease expense on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Short term lease costs include month to month leases and occasional rent for transient meeting and office spaces in shared office space facilities. 7 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2023 NOTE 5 – LEASES (CONTINUED) For the three months ended March 31, 2023 and 2022, the Company’s lease cost consists of the following components, each of which is included in operating expenses within the Company’s condensed consolidated statements of operations: Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Operating lease cost $ 24,696 $ 28,023 Short-term lease cost 8,063 8,092 Total lease cost $ 32,759 $ 36,115 The table below presents the future minimum lease payments to be made under operating leases as of March 31, 2023: As of March 31, 2023 2023 73,860 2024 80,253 2025 70,224 Total 224,337 Less: discount 11,823 Total lease liabilities $ 212,514 The weighted average remaining lease term at March 31, 2023 for operating leases is 2.5 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 $ 22,185 and $ 24,493 for the three months ended March 31, 2023 and 2022, respectively. For the three months ended March 31, 2023 and 2022, payments on lease obligations were $ 24,620 and $ 27,898 , respectively, and amortization on the right of use assets was $ 24,696 and $ 28,023 , respectively. NOTE 6 – STOCKHOLDERS’ EQUITY Preferred Stock The Company had 10,000,000 shares of preferred stock, $ 0.001 par value per share, authorized as of March 31, 2023. No shares were issued or outstanding in either 2023 or 2022. Common Stock The Company had 166,666,667 shares of common stock, $ 0.001 par value per share, authorized as of March 31, 2023. There were 17,117,113 and 17,074,173 shares of common stock outstanding, net of shares held in treasury, at March 31, 2023 and December 31, 2022, respectively. The Company issued 9,668 shares of common stock and received proceeds of $ 40,606 in the three months ended March 31, 2023 in connection with the exercise of options under our 2013 Incentive Plan. During the quarter ended March 31, 2022, we issued 28,006 shares of common stock and received proceeds of $ 258,128 under the same Plan. 8 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2023 NOTE 6 – STOCKHOLDERS’ EQUITY (CONTINUED) The Company issued 33,272 and 13,627 shares of common stock in the three months ended March 31, 2023 and 2022, respectively in connection with the vesting of restricted stock units under our 2013 Incentive Plan and 2021 Equity Incentive Plan. In the three months ended March 31, 2023, certain participants utilized a net withhold settlement method, in which shares were surrendered to cover payroll withholding tax. Of the shares issued to participants during the three months ended March 31, 2023, 9,502 shares, valued at $ 170,400 , were surrendered and subsequently cancelled. Treasury Stock During the quarter ended March 31, 2023, the Board authorized a share repurchase program, under which the Company may repurchase up to $ 15 million of its outstanding common stock. During the quarter ended March 31, 2023, there were no shares of our common stock repurchased under this program. During 2022, the Board authorized a share repurchase program, under which the Company could repurchase up to $ 20.0 million of its outstanding common stock. During 2022, the Company repurchased 1,214,398 shares of our common stock for a total of $ 20,021,830 , including commissions paid on repurchases. These shares were recorded as treasury shares using the par value method. NOTE 7 – STOCK BASED COMPENSATION Stock Options The compensation expense related to options for the three months ended March 31, 2023 and 2022, was $ 1,466,694 and $ 905,744 , respectively. The fair value of these instruments was calculated using the Black-Scholes option pricing model. There is $ 11,021,446 of remaining expense related to unvested options to be recognized in the future over a weighted average period of 1.91 years. The total intrinsic value of outstanding options at March 31, 2023 was $ 392,669 . During 2022, the Company granted certain performance based stock options, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was no expense related to these options recorded during the period. Restricted Stock Units The Company recorded of $ 2,913,809 and $ 2,268,354 in compensation expense related to restricted stock units for the three months ended March 31, 2023 and 2022, respectively. A total of $ 14,830,343 remains to be recognized at March 31, 2023 over a weighted average period of 1.9 years. Of the $ 2,913,809 and $ 2,268,354 in compensation expense, $ 1,503,359 for each period related to market-based equity grants. These market-based restricted stock units were valued using a Monte Carlo simulation There is $ 3,596,738 remaining to expense over a weighted average period of 0.95 years. During 2022, the Company granted certain performance based stock units, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was no expense related to these units recorded during the period. The director’s compensation program calls for the grant of restricted stock units with a one year vesting period. There was $ 184,620 and $ 62,889 included in the compensation expense discussed above related to director’s compensation for the periods ending March 31, 2023 and 2022, respectively. NOTE 8 – EARNINGS (LOSS) PER SHARE Basic earnings per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. 9 OPTIMIZERX CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2023 NOTE 8 – EARNINGS (LOSS) PER SHARE (CONTINUED) The number of shares related to options and restricted stock units included in diluted EPS is based on the “Treasury Stock Method” prescribed in ASC 260-10, Earnings per Share . This method assumes the theoretical repurchase of shares using proceeds of the respective stock options exercised, and for restricted stock units, the amount of compensation cost attributed to future services which have not yet been recognized, and the amount of current and deferred tax benefit, if any, that would be credited to additional paid in capital upon the vesting of the restricted stock units, at a price equal to the issuer’s average stock price during the related earnings period. Accordingly, the number of shares includable in the calculation of EPS in respect of the stock options and restricted stock units is dependent on this average stock price and will increase as the average stock price increases. The following table sets forth the computation of basic and diluted net loss per share. Three Months Ended March 31, 2023 2022 Numerator Net loss $ ( 6,397,714 ) $ ( 3,761,098 ) Denominator Weighted average shares outstanding used in computing net loss per share Basic 17,094,676 17,878,068 Effect of dilutive stock options, warrants, and stock grants — — Diluted 17,094,676 17,878,068 Net loss per share Basic $ ( 0.37 ) $ ( 0.21 ) Diluted $ ( 0.37 ) $ ( 0.21 ) No calculation of diluted earnings per share is included for the three months ended March 31, 2023 or 2022 as the effect of the calculation would be anti-dilutive. The number of common shares potentially issuable upon the exercise of certain options that were excluded from the diluted loss per common share calculation for the three months ended March 31,2023 was 34,055 related to options, and 59,749 related to restricted stock units, for a total of 93,804 shares. The number of common shares potentially issuable upon the exercise of certain options that were excluded from the diluted loss per common share calculation for the three months ended March 31,2022 was 221,251 related to options, and 77,446 related to restricted stock units, for a total of 298,697 shares. NOTE 9 – CONTINGENCIES Litigation The Company is not currently involved in any material legal proceedings. NOTE 10 – INCOME TAXES As discussed in our annual report on Form 10-K for the year ended December 31, 2022, we had net operating loss carry-forwards for federal income tax purposes of approximately $ 21.5 million as of December 31, 2022. Accordingly, no federal income tax expense or benefit is recorded in the current period. Management monitors company-specific, and macro-economic factors and assesses the likelihood that the Company’s net deferred tax assets will be utilized prior to their expiration. As previously disclosed in our annual report, the Company maintained a valuation allowance against its net deferred tax assets. NOTE 11 – SUBSEQUENT EVENTS On April 18, 2023, Mr. Febbo forfeited his October 2021 grant under the 2021 Equity Incentive Plan (the “2021 Febbo Grant”). These shares were returned to the 2021 Equity Incentive Plan. In light of Mr. Febbo’s forfeiture of the 2021 Febbo Grant, the Compensation Committee determined to again include Mr. Febbo in the Company’s annual equity grants under the 2021 Equity Incentive Plan and subsequently issued Mr. Febbo a grant of options and restricted stock units with an aggregate grant date value of $ 2.5 million. The forfeiture and subsequent issuance will be accounted for as a modification in accordance with ASC 718. During the period April 1 through May 7, we issued 10,595 shares of common stock in conjunction with the vesting of restricted stock units. 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements This Quarterly Report on Form 10-Q contains statements that relate to future events and expectations and, as such, constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements, other than purely historical information, including estimates, projections, statements relating to our strategies, outlook, business and financial prospects, business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Forward-looking statements are not guarantees of future performance. Although OptimizeRx believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, these expectations may not be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and changes in circumstances, many of which are beyond OptimizeRx’s control. Forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those expressed in or implied by such forward-looking statements due to a variety of factors, including: seasonal trends in the pharmaceutical brand marketing industry; the inability to support our technology and scale our operations successfully, developing and implementing new and updated applications, features and services for our portals may be more difficult and expensive and take longer than expected; the inability to offer high-quality customer support for our portals; dependence on a concentrated group of customers; inability to maintain contracts with electronic prescription platforms, agreements with electronic prescription platforms and electronic health record systems being subject to audit; inability to attract and retain customers; inability to comply with laws and regulations that affect the healthcare industry; competition; developments in the healthcare industry; inability to manage growth; inability to identify suitable acquisition candidates, complete acquisitions or integrate acquisitions successfully; inability to attract and retain senior management and other key employees; economic, political, regulatory and other risks arising from our international operations; inability to protect our intellectual property; cybersecurity incidents; reduction in the performance, reliability and availability of our network infrastructure; increases in costs due to inflation and other adverse economic conditions; decreases in customer demand due to macroeconomic factors; lack of a consistent active trading market for our common stock; and volatility in the market price of our common stock. The risks and uncertainties included here are not exhaustive. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2022. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors. Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this report. Overview We are a digital health technology company enabling care-focused engagement between life sciences organizations, healthcare providers, and patients at critical junctures throughout the patient care journey. Connecting over 60% of U.S. healthcare providers and millions of their patients through an intelligent technology platform embedded within a proprietary point-of-care network, OptimizeRx helps patients start and stay on their medications. 11 Historically, our revenue was generated primarily through the facilitation of financial messages to health care providers via their EHR and ePrescribe systems using the OptimizeRx proprietary network to solve the ever-increasing communication barriers between pharmaceutical representatives and healthcare providers that have presented in the rapidly changing healthcare industry. Over time, as the demand for communication of an increasing variety of different health information between life science companies, providers, and patients continued to rise, our platform has expanded to encompass additional solutions that enable healthcare providers to access information for patients at the point of care. These solutions include brand messaging, therapeutic support messaging, brand support, and innovative patient engagement services, all of which now make up a significant portion of our total revenue. We employ a “land and expand” strategy focused on growing our existing client base and generating greater and more consistent revenues in part through the continued shift in our business model toward enterprise level engagements, while also broadening our platform with innovative proprietary solutions such as our TelaRep™ virtual communication solution and our artificial intelligence-powered real-world data solution which uses sophisticated proprietary algorithms to derive additional revenue from our existing network. In addition, we have continued to expand our team in preparation for future growth aspirations, which may be supplemented with future acquisitions and other strategic collaborations and investments. Our strategy for driving revenue growth is also expected to work in tandem with our efforts to increase margin and profitability using the aforementioned recurring revenue models that have inherently higher margins. Because the pharmaceutical industry is dominated by large companies with multiple brands, our revenue is concentrated in a relatively small number of companies. We have approximately 100 pharmaceutical companies as customers, and our revenues are concentrated in these customers. Loss of one of more of our larger customers could have a negative impact on our operating results. Seasonality In general, the pharmaceutical brand marketing industry experiences seasonal trends that affect the vast majority of participants in the pharmaceutical digital marketing industry. Many pharmaceutical companies allocate the largest portion of their brand marketing to the fourth quarter of the calendar year. As a result, the first quarter tends to reflect lower activity levels and lower revenue, with gradual increases in the following quarters. We generally expect these seasonality trends to continue and our ability to effectively manage our resources in anticipation of these trends may affect our operating results. Impact of Macroeconomic Events Unfavorable conditions in the economy may negatively affect the growth of our business and our results of operations. For example, macroeconomic events including the COVID-19 pandemic, rising inflation and the U.S. Federal Reserve raising interest rates have led to economic uncertainty. In addition, high levels of employee turnover across the pharmaceutical industry as well as a fewer number of U.S. drug approvals could create additional uncertainty within our target customer markets. Historically, during periods of economic uncertainty and downturns, businesses may slow spending, which may impact our business and our customers’ businesses. Adverse changes in demand could impact our business, collection of accounts receivable and our expected cash flow generation, which may adversely impact our financial condition and results of operations. Key Performance Indicators We monitor the following key performance indicators to help us evaluate our business, measure our performance, identify trends affecting our business and make strategic decisions. We have updated the definition of “top 20 pharmaceutical manufacturers” in our key performance indicators to be based upon Fierce Pharma’s most updated list of “The top 20 pharma companies by 2022 revenue”. We previously used “The top 20 pharma companies by 2020 revenue”. As a result of this change, prior periods have been restated for comparative purposes. 12 Average revenue per top 20 pharmaceutical manufacturer. Average revenue per top 20 pharmaceutical manufacturer is calculated by taking the total revenue the company recognized through pharmaceutical manufacturers listed in Fierce Pharma’s “The top 20 pharma companies by 2022 revenue” over the last twelve months, divided by the total number of the aforementioned pharmaceutical manufacturers that our solutions helped support over that time period. The Company uses this metric to monitor its progress in “landing and expanding” with key customers within its largest customer vertical and believes it also provides investors with a transparent way to chart our progress in penetrating this important customer segment. The decrease in the average in twelve months ended March 31, 2023 as compared to the twelve months ended March 31, 2022 is primarily the result of the convergence of numerous macroeconomic factors that resulted in our customers slowing their rate of spend, particularly for large and/or new implementations, which we believe prolonged sales cycles with the top 20 pharmaceutical manufacturers that were existing customers. Rolling Twelve Months Ended March 31 2023 2022 Average revenue per top 20 pharmaceutical manufacturer $ 1,993,755 $ 2,614,054 Percent of top 20 pharmaceutical manufacturers that are customers. Percent of top 20 pharmaceutical manufacturers that are customers is calculated by taking the number of revenue generating customers that are pharmaceutical manufacturers listed in Fierce Pharma’s “The top 20 pharma companies by 2022 revenue” over the last 12 months, which is then divided by 20—which is the number of pharmaceutical manufacturers included in the aforementioned list. The Company uses this metric to monitor its progress in penetrating key customers within its largest customer vertical and believes it also provides investors with a transparent way to chart our progress in penetrating this important customer segment. Our penetration within this core customer group stayed consistent from the twelve months ended March 31, 2022 to the twelve months ended March 31, 2023. Rolling Twelve Months Ended March 31 2023 2022 Percent of top 20 pharmaceutical manufacturers that are customers 90 % 90 % Percent of total revenue attributable to top 20 pharmaceutical manufacturers. Percent of total revenue attributable to top 20 pharmaceutical manufacturers is calculated by taking the total revenue the company recognized through pharmaceutical manufacturers listed in Fierce Pharma’s “The top 20 pharma companies by 2022 revenue” over the last twelve months, divided by our consolidated revenue over the same period. The Company uses this metric to monitor its progress in “landing and expanding” with key customers within its largest customer vertical and believes it also provides investors with a transparent way to chart our progress in penetrating this important customer segment. Our revenue from customers that aren’t top 20 pharmaceutical manufacturers increased faster than our overall revenue, decreasing the percentage of our overall revenues from top 20 pharmaceutical manufacturers. Rolling Twelve Months Ended March 31 2023 2022 Percent of total revenue attributable to top 20 pharmaceutical manufacturers 58 % 74 % 13 Net revenue retention. Net revenue retention is a comparison of revenue generated from all customers in the previous twelve-month period to total revenue generated from the same customers in the following twelve-month period (i.e., excludes new customer relationships for the most recent twelve-month period). The Company uses this metric to monitor its ability to improve its penetration with existing customers and believes it also provides investors with a metric to chart our ability to increase our year-over-year penetration and revenue with existing customers. The retention rate in the twelve months ended March 31, 2023 was lower due to the convergence of numerous macroeconomic factors that resulted in our customers slowing their rate of spend, particularly for large and/or new implementations, which we believe prolonged sales cycles. Rolling Twelve Months Ended March 31 2023 2022 Net revenue retention 86 % 124 % Revenue per average full-time employee. We define revenue per average full-time employee as total revenue over the last twelve months divided by the average number of employees over the last twelve months (i.e., the average between the number of FTEs at the end of the reported period and the number of FTEs at the end of the same period of the prior year). The Company uses this metric to monitor the productivity of its workforce and its ability to scale efficiently over time and believes the metric provides investors with a way to chart our productivity and scalability. Our revenue rate per employee declined year over year due to slower revenue growth and a higher average number of FTEs over the last 12 month period. Rolling Twelve Months Ended March 31 2023 2022 Revenue per average full-time employee 605,113 733,275 Results of Operations for the Three Months Ended March 31, 2023 and 2022 The following table sets forth, for the periods indicated, the dollar value and percentage of net revenue represented by certain items in our consolidated statements of operations: Three months ended March 31, (in thousands, except percentage data) 2023 2022 Net revenue $ 13,002,910 100.0 % $ 13,731,530 100.0 % Cost of revenues 5,569,621 42.8 % 5,629,858 41.0 % Gross profit 7,433,289 57.2 % 8,101,672 59.0 % Operating expenses 14,496,475 111.5 % 11,862,773 86.4 % Loss from operations (7,063,186 ) (54.3 )% (3,761,101 ) (27.4 )% Other income 665,472 5.1 % 3 — % Loss before provision for income taxes (6,397,714 ) (49.2 )% (3,761,098 ) (27.4 )% Income tax benefit — — % — — % Net loss $ (6,397,714 ) (49.2 )% $ (3,761,098 ) (27.4 )% * Balances and percentage of net revenue information may not add due to rounding Net Revenues Our net revenue reported for the three months ended March 31, 2023 was approximately $13.0 million, a decrease of 5% over the approximately $13.7 million from the same period in 2022. The decrease in revenue was primarily driven by the macroeconomic pressures affecting our customers. Cost of Revenues Our cost of revenues, composed primarily of revenue share expense paid to our network partners, remained relatively consistent at $5.6 million for the three months ended March 31, 2023 compared to the same period of 2022. Our cost of revenues as a percentage of revenue increased to approximately 42.8% for the quarter ended March 31, 2023 from approximately 41.0% for the quarter ended March 31, 2022. This increase in cost of revenue as a percentage of revenue was a result of solution and channel mix. Additional discussion is included in the gross margin section below. 14 Gross Margin Our gross margin, which is the difference between our revenues and our cost of revenues, decreased for the three months ended March 31, 2023, as a result of solution and channel mix. During the three months ended March 31, 2023, there was a decrease in the percentage of activity flowing through our lower cost channels compared with a year ago. Operating Expenses Operating expenses increased to approximately $14.5 million for the three months ended March 31, 2023 from approximately $11.9 million for the same period in 2022, an increase of approximately 22%. The detail by major category is reflected in the table below. Three Months Ended March 31, 2023 2022 Stock-based compensation $ 4,380,503 $ 3,174,098 Depreciation, amortization and noncash lease expense 463,933 471,540 Other general and administrative expenses 9,652,039 8,217,135 Total operating expense $ 14,496,475 $ 11,862,773 The greatest increase was in stock-based compensation, a non-cash expense. Stock-based compensation is awarded to all full-time employees upon their start of employment as well as to directors, officers and certain key employees to provide an equity-based incentive to maintain and enhance the performance and profitability of the Company. Other general and administrative expenses increased by $1.4 million over the same period prior year, mostly as a result of an increase in headcount as well as other investments to support our growth initiatives and operations. Net Loss We had a net loss of approximately $6.4 million for the three months ended March 31, 2023, as compared to a net loss of approximately $3.8 million during the same period in 2022. The reasons and specific components associated with the change are discussed above. Liquidity and Capital Resources Historically, our primary sources of liquidity have been cash receipts from customers and proceeds from equity offerings. As of March 31, 2023, we had total current assets of approximately $95.9 million, compared with current liabilities of approximately $7.6 million, resulting in working capital of approximately $88.3 million and a current ratio of approximately 13 to 1 at March 31, 2023. This decrease in our working capital, as discussed in more detail below, is primarily the result of the timing of prepaid services and investment in our reporting infrastructure. 15 Following is a table with summary data from the consolidated statements of cash flows for the three months ended March 31, 2023 and 2022, as presented. Three Months Ended March 31, 2023 2022 Net cash (used in) / provided by operating activities (86,330 ) 4,080,244 Net cash used in investing activities (1,548,894 ) (65,751 ) Net cash (used in) / provided by financing activities (129,794 ) 258,128 Net (decrease) / increase in cash and cash equivalents (1,765,018 ) 4,272,621 We used approximately $0.1 million for operating activities during the three months ended March 31, 2023, compared with $4.1 million provided by operating activities in the same period in 2022. We had a net loss of $6.4 million for the first quarter of 2023, but noncash expenses of $5.0 million and working capital generated by the collection of receivables offset the loss. Additionally, there were differences in the timing of prepaid services that affected the first quarter change in working capital year over year. Cash used in investing activities was approximately $1.5 million for the three months ended March 31, 2023. We purchased $56.9 million in treasury bills with maturity dates in 2023. This allowed the Company to earn a higher rate of interest on excess cash for the period. These purchases were partially offset by the redemption of $55.6 million in treasury bills. Cash used for financing activities was approximately $0.1 million related to the payment of withholding taxes on behalf of the employees for the vesting of restricted stock units during the three months ended March 31, 2023. This value represents the stock units surrendered and cancelled. This cost was partially offset by proceeds received as a result of option exercises during the period. We had proceeds from financing activities of approximately $0.3 million related to the exercise of stock options during the three months ended March 31, 2022. We believe that funds generated from operations, together with existing cash, will be sufficient to finance our current operations and planned growth for the next twelve (12) months. In addition, we believe we can generate the cash needed to operate beyond the next 12 months from operations. However, we may seek additional debt or equity financing to supplement cash from operations to fund acquisitions or strategic partner relationships, make capital expenditures, and satisfy working capital needs. Critical Accounting Estimates We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2022 (2022 Annual Report on Form 10-K). The accounting policies we used in preparing these financial statements are substantially consistent with those we applied in our 2022 Annual Report on Form 10-K. Our critical accounting estimates are described in Management’s Discussion and Analysis included in the 2022 Annual Report on Form 10-K. Recently Issued Accounting Pronouncements ASU Topic 2021-08 Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , 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 was effective for the Company’s fiscal year beginning January 1, 2023. The adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows. 16 Off Balance Sheet Arrangements The Company has contracts with various electronic health records systems and ePrescribe platforms, whereby we agree to share a portion of the revenue we generate for eCoupons or banners through their network. From time to time the Company enters into arrangements with a partner to acquire minimum amounts of messaging capabilities. As of March 31, 2023, the Company had commitments for future minimum payments of $14.9 million that will be reflected in cost of revenues during the years 2023 through 2025. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not applicable. Item 4. Controls and Procedures Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were not effective at the reasonable assurance level due to a material weakness in our internal controls over financial reporting which was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022. To address the material weakness referenced above, the Company performed additional analysis and performed other procedures in order to prepare the consolidated financial statements in accordance with generally accepted accounting principles (GAAP). Accordingly, management believes that the consolidated financial statements included in this quarterly report on this Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented. Plan for Remediation of Material Weakness Management is actively engaged in the planning for, and implementation of, remediation efforts to address the material weakness identified above. Management intends to implement the following remediation steps: a. The Company will require each third-party service organization to provide a SOC-1, Type 2 report to us. b. If a SOC-1, Type 2 report is not available, the Company will evaluate each third-party’s relevant system(s) and reporting directly through inquiry and substantive testing of such third-party’s control environment. During the quarter ended March 31, 2023, the Company met with the third-party service organizations to discuss the reporting requirements. As management continues to evaluate and improve our disclosure controls and procedures and internal control over financial reporting, the Company may decide to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified. Changes in Internal Control over Financial Reporting Except as noted above, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), that occurred during the quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations on the Effectiveness of Controls A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. The Company conducts periodic evaluations of its internal controls to enhance, where necessary, its procedures and controls. 17 PART II – OTHER INFORMATION Item 1. Legal Proceedings We are not a party to any material pending legal proceeding. Item 1A: Risk Factors There have been no material changes in our risk factors from the risks previously reported in PART 1, ITEM 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022. You should carefully consider the factors discussed in PART I, ITEM 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On March 14, 2023, the Company announced that its Board of Directors has authorized the repurchase of up to $15 million of the Company’s outstanding common stock. Under this new program, share repurchases may be made from time to time depending on market conditions, share price and availability and other factors at the Company’s discretion. This stock repurchase authorization expires on the earlier of March 12, 2024, or when the repurchase of $15 million of shares of its common stock has been reached. The Company’s repurchase of shares will take place in open market transactions or privately negotiated transactions in accordance with applicable securities and other laws, including the Exchange Act. The Company intends to finance the purchase using its available cash and cash equivalents. The Board may modify, suspend, extend or terminate the repurchase program at any time. There were no shares repurchased by the Company during the quarter ended March 31, 2023. Item 3. Defaults upon Senior Securities None. Item 4. Mine Safety Disclosure N/A. Item 5. Other Information None. Item 6. Exhibits Exhibit Number Description of Exhibit 3.1 Third Amended and Restated Bylaws of the Company. Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. 10.1 OptimizeRx Corporation Executive Severance Plan. Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. 10.2 Fourth Addendum to the Employment Agreement with William J. Febbo. Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. 31.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS** Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ** Provided herewith. 18 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OptimizeRx Corporation Date: May 12, 2023 By: /s/ William J. Febbo William J. Febbo Title: Chief Executive Officer (principal executive officer) OptimizeRx Corporation Date: May 12, 2023 By: /s/ Edward Stelmakh Edward Stelmakh Title: Chief Financial Officer and Chief Operations Officer (principal financial and accounting officer) 19